taro-20f_20200331.htm
false 2020 FY 0000906338 --03-31 Large Accelerated Filer P5Y P5Y P1M P8Y P8Y P1Y 0.025 0.05 0.06 0.10 0.10 0.33 us-gaap:OtherCurrentLiabilitiesMember us-gaap:OtherCurrentLiabilitiesMember 0000906338 2019-04-01 2020-03-31 xbrli:shares 0000906338 taro:OrdinaryShareMember 2020-03-31 0000906338 taro:FoundersShareMember 2020-03-31 0000906338 dei:BusinessContactMember 2019-04-01 2020-03-31 iso4217:USD 0000906338 2020-03-31 0000906338 2019-03-31 iso4217:USD xbrli:shares 0000906338 2018-04-01 2019-03-31 0000906338 2017-04-01 2018-03-31 0000906338 us-gaap:CommonStockMember 2017-03-31 0000906338 us-gaap:AdditionalPaidInCapitalMember 2017-03-31 0000906338 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-03-31 0000906338 us-gaap:TreasuryStockMember 2017-03-31 0000906338 us-gaap:RetainedEarningsMember 2017-03-31 0000906338 us-gaap:ParentMember 2017-03-31 0000906338 us-gaap:NoncontrollingInterestMember 2017-03-31 0000906338 2017-03-31 0000906338 us-gaap:CommonStockMember 2017-04-01 2018-03-31 0000906338 us-gaap:TreasuryStockMember 2017-04-01 2018-03-31 0000906338 us-gaap:ParentMember 2017-04-01 2018-03-31 0000906338 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-04-01 2018-03-31 0000906338 us-gaap:RetainedEarningsMember 2017-04-01 2018-03-31 0000906338 us-gaap:NoncontrollingInterestMember 2017-04-01 2018-03-31 0000906338 us-gaap:CommonStockMember 2018-03-31 0000906338 us-gaap:AdditionalPaidInCapitalMember 2018-03-31 0000906338 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-03-31 0000906338 us-gaap:TreasuryStockMember 2018-03-31 0000906338 us-gaap:RetainedEarningsMember 2018-03-31 0000906338 us-gaap:ParentMember 2018-03-31 0000906338 us-gaap:NoncontrollingInterestMember 2018-03-31 0000906338 2018-03-31 0000906338 us-gaap:CommonStockMember 2018-04-01 2019-03-31 0000906338 us-gaap:TreasuryStockMember 2018-04-01 2019-03-31 0000906338 us-gaap:ParentMember 2018-04-01 2019-03-31 0000906338 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-04-01 2019-03-31 0000906338 us-gaap:RetainedEarningsMember 2018-04-01 2019-03-31 0000906338 us-gaap:NoncontrollingInterestMember 2018-04-01 2019-03-31 0000906338 us-gaap:CommonStockMember 2019-03-31 0000906338 us-gaap:AdditionalPaidInCapitalMember 2019-03-31 0000906338 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-03-31 0000906338 us-gaap:TreasuryStockMember 2019-03-31 0000906338 us-gaap:RetainedEarningsMember 2019-03-31 0000906338 us-gaap:ParentMember 2019-03-31 0000906338 us-gaap:NoncontrollingInterestMember 2019-03-31 0000906338 us-gaap:CommonStockMember 2019-04-01 2020-03-31 0000906338 us-gaap:TreasuryStockMember 2019-04-01 2020-03-31 0000906338 us-gaap:ParentMember 2019-04-01 2020-03-31 0000906338 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-04-01 2020-03-31 0000906338 us-gaap:RetainedEarningsMember 2019-04-01 2020-03-31 0000906338 us-gaap:NoncontrollingInterestMember 2019-04-01 2020-03-31 0000906338 us-gaap:CommonStockMember 2020-03-31 0000906338 us-gaap:AdditionalPaidInCapitalMember 2020-03-31 0000906338 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-03-31 0000906338 us-gaap:TreasuryStockMember 2020-03-31 0000906338 us-gaap:RetainedEarningsMember 2020-03-31 0000906338 us-gaap:ParentMember 2020-03-31 0000906338 us-gaap:NoncontrollingInterestMember 2020-03-31 0000906338 taro:SunPharmaceuticalIndustriesLtdMember 2020-03-31 xbrli:pure 0000906338 taro:SunPharmaceuticalIndustriesLtdMember 2019-04-01 2020-03-31 iso4217:CAD 0000906338 taro:ZalicusPharmaceuticalsLtdMember 2015-10-01 2015-10-01 0000906338 taro:ZalicusPharmaceuticalsLtdMember 2019-04-01 2020-03-31 0000906338 2016-11-23 0000906338 2016-11-22 2016-11-23 0000906338 2016-11-24 2019-01-11 0000906338 2018-11-05 2018-11-05 0000906338 2019-11-04 0000906338 srt:MaximumMember 2019-11-15 0000906338 2019-11-14 2019-11-15 0000906338 country:US 2019-04-01 2020-03-31 0000906338 country:CA 2019-04-01 2020-03-31 0000906338 currency:USD 2019-04-01 2020-03-31 0000906338 currency:CAD 2019-04-01 2020-03-31 0000906338 srt:MinimumMember 2019-04-01 2020-03-31 0000906338 us-gaap:BuildingMember srt:MinimumMember 2020-03-31 0000906338 us-gaap:BuildingMember srt:MaximumMember 2020-03-31 0000906338 us-gaap:MachineryAndEquipmentMember srt:MinimumMember 2020-03-31 0000906338 us-gaap:MachineryAndEquipmentMember srt:MaximumMember 2020-03-31 0000906338 us-gaap:VehiclesMember 2020-03-31 0000906338 taro:FurnitureFixturesOfficeEquipmentComputerEquipmentAndSoftwareMember srt:MinimumMember 2020-03-31 0000906338 taro:FurnitureFixturesOfficeEquipmentComputerEquipmentAndSoftwareMember srt:MaximumMember 2020-03-31 0000906338 srt:MinimumMember us-gaap:LeaseholdImprovementsMember 2019-04-01 2020-03-31 0000906338 us-gaap:LeaseholdImprovementsMember srt:MaximumMember 2019-04-01 2020-03-31 0000906338 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember srt:MinimumMember 2019-04-01 2020-03-31 0000906338 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember srt:MaximumMember 2019-04-01 2020-03-31 0000906338 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2019-04-01 2020-03-31 0000906338 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2018-04-01 2019-03-31 0000906338 srt:MaximumMember 2019-04-01 2020-03-31 taro:Segment 0000906338 2017-04-01 2020-03-31 0000906338 us-gaap:RoyaltyMember 2019-04-01 2020-03-31 0000906338 us-gaap:RoyaltyMember 2018-04-01 2019-03-31 0000906338 us-gaap:RoyaltyMember 2017-04-01 2018-03-31 0000906338 us-gaap:ShippingAndHandlingMember 2019-04-01 2020-03-31 0000906338 us-gaap:ShippingAndHandlingMember 2018-04-01 2019-03-31 0000906338 us-gaap:ShippingAndHandlingMember 2017-04-01 2018-03-31 0000906338 taro:CustomerOneMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2019-04-01 2020-03-31 0000906338 taro:CustomerTwoMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2019-04-01 2020-03-31 0000906338 us-gaap:AccountsReceivableMember 2019-04-01 2020-03-31 taro:Derivative 0000906338 us-gaap:DesignatedAsHedgingInstrumentMember 2018-03-31 0000906338 us-gaap:BondsMember 2020-03-31 0000906338 us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2020-03-31 0000906338 us-gaap:CommercialPaperMember 2020-03-31 0000906338 taro:PreferredStockDebtInstrumentMember 2020-03-31 0000906338 taro:PreferredStockEquityInstrumentMember 2020-03-31 0000906338 taro:OtherSecuritiesMember 2020-03-31 0000906338 us-gaap:BondsMember 2019-04-01 2020-03-31 0000906338 us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2019-04-01 2020-03-31 0000906338 us-gaap:CommercialPaperMember 2019-04-01 2020-03-31 0000906338 taro:PreferredStockDebtInstrumentMember 2019-04-01 2020-03-31 0000906338 taro:OtherSecuritiesMember 2019-04-01 2020-03-31 0000906338 taro:PreferredStockEquityInstrumentMember 2019-04-01 2020-03-31 0000906338 us-gaap:BondsMember 2019-03-31 0000906338 us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2019-03-31 0000906338 us-gaap:CommercialPaperMember 2019-03-31 0000906338 taro:PreferredStockDebtInstrumentMember 2019-03-31 0000906338 taro:PreferredStockEquityInstrumentMember 2019-03-31 0000906338 taro:OtherSecuritiesMember 2019-03-31 0000906338 us-gaap:BondsMember 2018-04-01 2019-03-31 0000906338 us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2018-04-01 2019-03-31 0000906338 taro:PreferredStockDebtInstrumentMember 2018-04-01 2019-03-31 0000906338 taro:OtherSecuritiesMember 2018-04-01 2019-03-31 0000906338 taro:PreferredStockEquityInstrumentMember 2018-04-01 2019-03-31 0000906338 us-gaap:AvailableforsaleSecuritiesMember 2019-04-01 2020-03-31 0000906338 us-gaap:AvailableforsaleSecuritiesMember 2018-04-01 2019-03-31 taro:Customer 0000906338 us-gaap:AllowanceForCreditLossMember taro:ChargebacksMember 2019-03-31 0000906338 us-gaap:AllowanceForCreditLossMember taro:RebatesAndOtherMember 2019-03-31 0000906338 us-gaap:AllowanceForCreditLossMember 2019-03-31 0000906338 us-gaap:AllowanceForCreditLossMember taro:ChargebacksMember 2019-04-01 2020-03-31 0000906338 us-gaap:AllowanceForCreditLossMember taro:RebatesAndOtherMember 2019-04-01 2020-03-31 0000906338 us-gaap:AllowanceForCreditLossMember 2019-04-01 2020-03-31 0000906338 us-gaap:AllowanceForCreditLossMember taro:ChargebacksMember 2020-03-31 0000906338 us-gaap:AllowanceForCreditLossMember taro:RebatesAndOtherMember 2020-03-31 0000906338 us-gaap:AllowanceForCreditLossMember 2020-03-31 0000906338 taro:CurrentLiabilitiesFromReturnsAndOtherMember us-gaap:SalesReturnsAndAllowancesMember 2019-03-31 0000906338 taro:CurrentLiabilitiesFromReturnsAndOtherMember taro:OtherIncludesIndirectRebatesAndDueToCustomersMember 2019-03-31 0000906338 taro:CurrentLiabilitiesFromReturnsAndOtherMember 2019-03-31 0000906338 taro:CurrentLiabilitiesFromReturnsAndOtherMember us-gaap:SalesReturnsAndAllowancesMember 2019-04-01 2020-03-31 0000906338 taro:CurrentLiabilitiesFromReturnsAndOtherMember taro:OtherIncludesIndirectRebatesAndDueToCustomersMember 2019-04-01 2020-03-31 0000906338 taro:CurrentLiabilitiesFromReturnsAndOtherMember 2019-04-01 2020-03-31 0000906338 taro:CurrentLiabilitiesFromReturnsAndOtherMember us-gaap:SalesReturnsAndAllowancesMember 2020-03-31 0000906338 taro:CurrentLiabilitiesFromReturnsAndOtherMember taro:OtherIncludesIndirectRebatesAndDueToCustomersMember 2020-03-31 0000906338 taro:CurrentLiabilitiesFromReturnsAndOtherMember 2020-03-31 0000906338 taro:ChargebacksMember us-gaap:AllowanceForCreditLossMember 2018-03-31 0000906338 taro:RebatesAndOtherMember us-gaap:AllowanceForCreditLossMember 2018-03-31 0000906338 us-gaap:AllowanceForCreditLossMember 2018-03-31 0000906338 taro:ChargebacksMember us-gaap:AllowanceForCreditLossMember 2018-04-01 2019-03-31 0000906338 taro:RebatesAndOtherMember us-gaap:AllowanceForCreditLossMember 2018-04-01 2019-03-31 0000906338 us-gaap:AllowanceForCreditLossMember 2018-04-01 2019-03-31 0000906338 us-gaap:SalesReturnsAndAllowancesMember taro:CurrentLiabilitiesFromReturnsAndOtherMember 2018-03-31 0000906338 taro:OtherIncludesIndirectRebatesAndDueToCustomersMember taro:CurrentLiabilitiesFromReturnsAndOtherMember 2018-03-31 0000906338 taro:CurrentLiabilitiesFromReturnsAndOtherMember 2018-03-31 0000906338 us-gaap:SalesReturnsAndAllowancesMember taro:CurrentLiabilitiesFromReturnsAndOtherMember 2018-04-01 2019-03-31 0000906338 taro:OtherIncludesIndirectRebatesAndDueToCustomersMember taro:CurrentLiabilitiesFromReturnsAndOtherMember 2018-04-01 2019-03-31 0000906338 taro:CurrentLiabilitiesFromReturnsAndOtherMember 2018-04-01 2019-03-31 0000906338 us-gaap:AllowanceForCreditLossMember taro:ChargebacksMember 2017-03-31 0000906338 us-gaap:AllowanceForCreditLossMember taro:RebatesAndOtherMember 2017-03-31 0000906338 us-gaap:AllowanceForCreditLossMember 2017-03-31 0000906338 us-gaap:AllowanceForCreditLossMember taro:ChargebacksMember 2017-04-01 2018-03-31 0000906338 us-gaap:AllowanceForCreditLossMember taro:RebatesAndOtherMember 2017-04-01 2018-03-31 0000906338 us-gaap:AllowanceForCreditLossMember 2017-04-01 2018-03-31 0000906338 taro:CurrentLiabilitiesFromReturnsAndOtherMember us-gaap:SalesReturnsAndAllowancesMember 2017-03-31 0000906338 taro:CurrentLiabilitiesFromReturnsAndOtherMember taro:OtherIncludesIndirectRebatesAndDueToCustomersMember 2017-03-31 0000906338 taro:CurrentLiabilitiesFromReturnsAndOtherMember 2017-03-31 0000906338 taro:CurrentLiabilitiesFromReturnsAndOtherMember us-gaap:SalesReturnsAndAllowancesMember 2017-04-01 2018-03-31 0000906338 taro:CurrentLiabilitiesFromReturnsAndOtherMember taro:OtherIncludesIndirectRebatesAndDueToCustomersMember 2017-04-01 2018-03-31 0000906338 taro:CurrentLiabilitiesFromReturnsAndOtherMember 2017-04-01 2018-03-31 0000906338 us-gaap:LandMember 2020-03-31 0000906338 us-gaap:LandMember 2019-03-31 0000906338 us-gaap:BuildingMember 2020-03-31 0000906338 us-gaap:BuildingMember 2019-03-31 0000906338 us-gaap:LeaseholdImprovementsMember 2020-03-31 0000906338 us-gaap:LeaseholdImprovementsMember 2019-03-31 0000906338 us-gaap:MachineryAndEquipmentMember 2020-03-31 0000906338 us-gaap:MachineryAndEquipmentMember 2019-03-31 0000906338 taro:ComputerSoftwareAndEquipmentMember 2020-03-31 0000906338 taro:ComputerSoftwareAndEquipmentMember 2019-03-31 0000906338 us-gaap:VehiclesMember 2019-03-31 0000906338 us-gaap:FurnitureAndFixturesMember 2020-03-31 0000906338 us-gaap:FurnitureAndFixturesMember 2019-03-31 0000906338 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2020-03-31 0000906338 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2019-03-31 0000906338 taro:ComputerEquipmentSoftwareAndProductionEquipmentMember 2019-04-01 2020-03-31 0000906338 taro:ComputerEquipmentSoftwareAndProductionEquipmentMember 2018-04-01 2019-03-31 0000906338 taro:ProductAndDistributionRightsMember 2019-04-01 2020-03-31 0000906338 taro:ProductAndDistributionRightsMember 2018-04-01 2019-03-31 0000906338 taro:ProductAndDistributionRightsMember 2017-04-01 2018-03-31 0000906338 taro:ProductAndDistributionRightsMember 2020-03-31 0000906338 taro:ProductRightsMember 2019-04-01 2020-03-31 0000906338 us-gaap:AccountingStandardsUpdate201602Member 2019-04-01 2020-03-31 0000906338 2016-04-01 2017-03-31 0000906338 country:IL 2019-04-01 2020-03-31 0000906338 country:IL 2018-04-01 2019-03-31 0000906338 taro:CanadaAndCaymanIslandsMember 2019-04-01 2020-03-31 0000906338 taro:CanadaAndCaymanIslandsMember 2018-04-01 2019-03-31 0000906338 country:IL 2020-03-31 0000906338 country:IL 2019-03-31 0000906338 taro:CanadaAndCaymanIslandsMember 2020-03-31 0000906338 taro:CanadaAndCaymanIslandsMember 2019-03-31 0000906338 us-gaap:ForwardContractsMember currency:ILS 2019-04-01 2020-03-31 iso4217:ILS iso4217:USD 0000906338 us-gaap:ForwardContractsMember currency:ILS 2020-03-31 taro:Payment 0000906338 us-gaap:ForwardContractsMember taro:TenMonthPurchasePeriodMember currency:ILS 2019-04-01 2020-03-31 0000906338 us-gaap:ForwardContractsMember taro:SixMonthPurchasePeriodMember currency:ILS 2019-04-01 2020-03-31 0000906338 us-gaap:ForwardContractsMember taro:OneMonthPurchasePeriodMember currency:ILS 2019-04-01 2020-03-31 0000906338 us-gaap:ForwardContractsMember currency:ILS 2018-04-01 2019-03-31 0000906338 us-gaap:ForwardContractsMember currency:ILS 2017-04-01 2018-03-31 0000906338 currency:CAD us-gaap:ForwardContractsMember 2019-04-01 2020-03-31 iso4217:CAD iso4217:USD 0000906338 currency:CAD us-gaap:ForwardContractsMember 2020-03-31 0000906338 currency:CAD us-gaap:ForwardContractsMember taro:NineMonthPurchasePeriodMember 2019-04-01 2020-03-31 0000906338 currency:CAD us-gaap:ForwardContractsMember taro:ThreeMonthPurchasePeriodMember 2019-04-01 2020-03-31 0000906338 currency:CAD us-gaap:ForwardContractsMember taro:FinalThreeMonthPurchasePeriodMember 2019-04-01 2020-03-31 0000906338 currency:CAD us-gaap:ForwardContractsMember taro:OneMonthPurchasePeriodMember 2019-04-01 2020-03-31 0000906338 currency:CAD us-gaap:ForwardContractsMember 2018-04-01 2019-03-31 0000906338 currency:CAD us-gaap:ForwardContractsMember 2017-04-01 2018-03-31 0000906338 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember taro:ShortTermMarketableSecuritiesMember 2020-03-31 0000906338 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember taro:ShortTermMarketableSecuritiesMember 2019-03-31 0000906338 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember taro:LongTermMarketableSecuritiesMember 2020-03-31 0000906338 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember taro:LongTermMarketableSecuritiesMember 2019-03-31 0000906338 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember taro:LongTermDebtInstrumentsMember 2020-03-31 0000906338 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember taro:LongTermDebtInstrumentsMember 2019-03-31 0000906338 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember taro:LongTermEquityInstrumentsMember 2020-03-31 0000906338 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember taro:LongTermEquityInstrumentsMember 2019-03-31 0000906338 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ForwardContractsMember 2020-03-31 0000906338 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000906338 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000906338 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-03-31 0000906338 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ForwardContractsMember 2019-03-31 0000906338 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-03-31 0000906338 us-gaap:IsraelTaxAuthorityMember 2020-03-31 0000906338 us-gaap:IsraelTaxAuthorityMember 2019-04-01 2020-03-31 0000906338 us-gaap:IsraelTaxAuthorityMember 2018-03-01 2018-03-31 taro:Company 0000906338 2019-07-01 2019-07-31 0000906338 us-gaap:WorkforceSubjectToCollectiveBargainingArrangementsMember 2019-04-01 2020-03-31 0000906338 taro:OrdinaryShareMember 2019-04-01 2020-03-31 0000906338 taro:FoundersShareMember 2019-04-01 2020-03-31 0000906338 taro:NineteenNinetyNinePlanMember 2020-03-31 0000906338 taro:NineteenNinetyNinePlanMember 2019-03-31 0000906338 taro:NineteenNinetyNinePlanMember 2018-03-31 0000906338 us-gaap:ForeignCountryMember srt:MinimumMember 2020-03-31 0000906338 us-gaap:ForeignCountryMember srt:MaximumMember 2020-03-31 taro:Plan taro:Enterprise 0000906338 taro:AlternativeBenefitsProgramsMember 2019-04-01 2020-03-31 0000906338 taro:PlanThreeMember 2019-04-01 2020-03-31 0000906338 taro:PlanTwoMember 2019-04-01 2020-03-31 0000906338 taro:PlanTwoMember srt:MinimumMember 2019-04-01 2020-03-31 0000906338 taro:PlanTwoMember srt:MaximumMember 2019-04-01 2020-03-31 0000906338 taro:PlanThreeMember srt:MinimumMember 2019-04-01 2020-03-31 0000906338 taro:PlanThreeMember srt:MaximumMember 2019-04-01 2020-03-31 0000906338 taro:IndustrialCompanyMember taro:IsraelDesignatedAsDevelopmentZoneAMember 2019-04-01 2020-03-31 0000906338 taro:IndustrialCompanyMember taro:IsraelDesignatedAsDevelopmentZoneAMember 2017-04-01 2017-04-01 0000906338 taro:IndustrialCompanyMember taro:OtherAreasInIsraelMember 2019-04-01 2020-03-31 0000906338 taro:SpecialPreferredEnterpriseMember taro:IsraelDesignatedAsDevelopmentZoneAMember 2019-04-01 2020-03-31 0000906338 taro:SpecialPreferredEnterpriseMember taro:OtherAreasInIsraelMember 2019-04-01 2020-03-31 0000906338 taro:PreferredTechnologicalEnterprisesMember srt:MinimumMember 2017-01-01 2017-01-01 iso4217:ILS taro:Employee 0000906338 taro:PreferredTechnologicalEnterprisesMember 2017-01-01 2017-01-01 0000906338 taro:SpecialPreferredTechnologicalEnterpriseMember srt:MinimumMember 2017-01-01 2017-01-01 0000906338 taro:PreferredTechnologicalEnterprisesMember taro:IsraelDesignatedAsDevelopmentZoneAMember 2017-01-01 2017-01-01 0000906338 taro:PreferredTechnologicalEnterprisesMember taro:OtherAreasInIsraelMember 2017-01-01 2017-01-01 0000906338 taro:SpecialPreferredTechnologicalEnterpriseMember 2017-01-01 2017-01-01 0000906338 us-gaap:DomesticCountryMember 2019-04-01 2020-03-31 0000906338 us-gaap:DomesticCountryMember 2018-04-01 2019-03-31 0000906338 us-gaap:DomesticCountryMember 2017-04-01 2018-03-31 0000906338 us-gaap:ForeignCountryMember 2019-04-01 2020-03-31 0000906338 us-gaap:ForeignCountryMember 2018-04-01 2019-03-31 0000906338 us-gaap:ForeignCountryMember 2017-04-01 2018-03-31 0000906338 2017-04-01 2017-12-31 0000906338 2018-01-01 2018-03-31 0000906338 taro:TaroUSAMember 2017-04-01 2018-03-31 0000906338 country:IL 2017-04-01 2018-03-31 0000906338 country:US 2019-04-01 2020-03-31 0000906338 country:US 2018-04-01 2019-03-31 0000906338 country:US 2017-04-01 2018-03-31 0000906338 taro:CanadaAndCaymanIslandsMember 2017-04-01 2018-03-31 0000906338 country:GB 2017-04-01 2018-03-31 0000906338 country:IE 2017-04-01 2018-03-31 0000906338 country:GB 2019-04-01 2020-03-31 0000906338 country:IE 2019-04-01 2020-03-31 0000906338 country:IL us-gaap:CapitalLossCarryforwardMember 2020-03-31 0000906338 taro:CanadianOperationsMember 2020-03-31 0000906338 taro:UnitedStatesOperationsMember 2020-03-31 0000906338 us-gaap:DividendDeclaredMember 2019-04-01 2020-03-31 0000906338 us-gaap:IsraelTaxAuthorityMember us-gaap:DomesticCountryMember 2020-03-31 0000906338 us-gaap:IsraelTaxAuthorityMember us-gaap:DomesticCountryMember 2019-04-01 2020-03-31 0000906338 us-gaap:IsraelTaxAuthorityMember us-gaap:DomesticCountryMember 2018-03-01 2018-03-31 0000906338 us-gaap:IsraelTaxAuthorityMember us-gaap:DomesticCountryMember us-gaap:EarliestTaxYearMember 2019-04-01 2020-03-31 0000906338 us-gaap:IsraelTaxAuthorityMember us-gaap:DomesticCountryMember us-gaap:LatestTaxYearMember 2019-04-01 2020-03-31 0000906338 country:IL 2019-04-01 2020-03-31 0000906338 taro:CanadaAndCaymanIslandsMember 2019-04-01 2020-03-31 0000906338 taro:OtherCountryMember 2019-04-01 2020-03-31 0000906338 country:IL 2020-03-31 0000906338 taro:CanadaAndCaymanIslandsMember 2020-03-31 0000906338 country:US 2020-03-31 0000906338 country:IL 2018-04-01 2019-03-31 0000906338 taro:CanadaAndCaymanIslandsMember 2018-04-01 2019-03-31 0000906338 country:US 2018-04-01 2019-03-31 0000906338 taro:OtherCountryMember 2018-04-01 2019-03-31 0000906338 country:IL 2019-03-31 0000906338 taro:CanadaAndCaymanIslandsMember 2019-03-31 0000906338 country:US 2019-03-31 0000906338 country:IL 2017-04-01 2018-03-31 0000906338 taro:CanadaAndCaymanIslandsMember 2017-04-01 2018-03-31 0000906338 country:US 2017-04-01 2018-03-31 0000906338 taro:OtherCountryMember 2017-04-01 2018-03-31 0000906338 country:IL 2018-03-31 0000906338 taro:CanadaAndCaymanIslandsMember 2018-03-31 0000906338 country:US 2018-03-31 0000906338 us-gaap:CustomerConcentrationRiskMember taro:CustomerOneMember us-gaap:SalesRevenueNetMember 2019-04-01 2020-03-31 0000906338 us-gaap:CustomerConcentrationRiskMember taro:CustomerOneMember us-gaap:SalesRevenueNetMember 2018-04-01 2019-03-31 0000906338 us-gaap:CustomerConcentrationRiskMember taro:CustomerOneMember us-gaap:SalesRevenueNetMember 2017-04-01 2018-03-31 0000906338 us-gaap:CustomerConcentrationRiskMember taro:CustomerTwoMember us-gaap:SalesRevenueNetMember 2019-04-01 2020-03-31 0000906338 us-gaap:CustomerConcentrationRiskMember taro:CustomerTwoMember us-gaap:SalesRevenueNetMember 2018-04-01 2019-03-31 0000906338 us-gaap:CustomerConcentrationRiskMember taro:CustomerTwoMember us-gaap:SalesRevenueNetMember 2017-04-01 2018-03-31 0000906338 us-gaap:CustomerConcentrationRiskMember taro:CustomerThreeMember us-gaap:SalesRevenueNetMember 2017-04-01 2018-03-31 0000906338 taro:DermatologicalAndTopicalMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2019-04-01 2020-03-31 0000906338 taro:DermatologicalAndTopicalMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2018-04-01 2019-03-31 0000906338 taro:DermatologicalAndTopicalMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2017-04-01 2018-03-31 0000906338 taro:NeuropsychiatricMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2019-04-01 2020-03-31 0000906338 taro:NeuropsychiatricMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2018-04-01 2019-03-31 0000906338 taro:NeuropsychiatricMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2017-04-01 2018-03-31 0000906338 taro:CardiovascularMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2019-04-01 2020-03-31 0000906338 taro:CardiovascularMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2018-04-01 2019-03-31 0000906338 taro:CardiovascularMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2017-04-01 2018-03-31 0000906338 taro:AntiInflammatoryMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2019-04-01 2020-03-31 0000906338 taro:AntiInflammatoryMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2018-04-01 2019-03-31 0000906338 taro:AntiInflammatoryMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2017-04-01 2018-03-31 0000906338 taro:OtherCategoryMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2019-04-01 2020-03-31 0000906338 taro:OtherCategoryMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2018-04-01 2019-03-31 0000906338 taro:OtherCategoryMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2017-04-01 2018-03-31 0000906338 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2019-04-01 2020-03-31 0000906338 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2018-04-01 2019-03-31 0000906338 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2017-04-01 2018-03-31 0000906338 2017-07-31 0000906338 taro:SunPharmaceuticalIndustriesLtdMember 2019-04-01 2020-03-31 0000906338 us-gaap:SubsequentEventMember 2020-06-18 2020-06-18 taro:Application 0000906338 us-gaap:SubsequentEventMember 2020-04-01

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 20-F

 

(Mark One)

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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

For the fiscal year ended March 31, 2020

OR

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

For the transition period from                  to                 

OR

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report                     

Commission file number 001-35463

 

TARO PHARMACEUTICAL INDUSTRIES LTD.

(Exact name of Registrant as specified in its charter)

 

N/A

(Translation of Registrant’s name into English)

Israel

(Jurisdiction of incorporation or organization)

14 Hakitor Street, Haifa Bay 2624761, Israel

(Address of principal executive offices)

Daphne Huang

Chief Financial Officer

Taro Pharmaceutical Industries Ltd.

c/o Taro Pharmaceuticals U.S.A., Inc.

3 Skyline Drive

Hawthorne, NY 10532

Tel: 914-345-9000

Fax: 914-345-6169

Email: Daphne.Huang@Taro.com

(Name, telephone, email and/or facsimile number and address of Company contact person)


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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Ordinary Shares, NIS 0.0001 nominal

(par) value per share

TARO

New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report:

38,258,077 Ordinary Shares, NIS 0.0001 nominal (par) value per share, and 2,600 Founders’ Shares NIS 0.00001 nominal (par) value per share outstanding as of March 31, 2020

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.      Yes      No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.      Yes      No

Note—checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those sections.

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, non-accelerated filer or an emerging growth company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer:  

 

Accelerated filer:  

 

Non-accelerated filer:  

 

Emerging growth company  

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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:  

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP  

 

 

International Financial Reporting Standards as issued

by the International Accounting Standards Board  

 

Other  

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.      Item 17      Item 18

If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      Yes      No

 

 

 

 


INTRODUCTION

We, among other business activities, develop, manufacture and market prescription (“Rx”) and over-the-counter (“OTC”) pharmaceutical products, primarily in the United States (the “U.S.”), Canada and Israel.  We also develop and manufacture active pharmaceutical ingredients (“APIs”), primarily for use in our finished dosage form products.  We were incorporated in 1959 under the laws of the State of Israel.  In 1961, we completed the initial public offering of our ordinary shares in the United States.  Our ordinary shares have been listed on the New York Stock Exchange (the “NYSE”) under the symbol “TARO,” since March 22, 2012.

As used in this Annual Report on Form 20-F for the fiscal year ended March 31, 2020 (the “2020 Annual Report”), the terms “we,” “us,” “our,” “Taro” and the “Company” mean Taro Pharmaceutical Industries Ltd. (“Taro Israel”) and its subsidiaries, unless otherwise indicated.

This 2020 Annual Report is being filed in respect of the fiscal year ended March 31, 2020, and contains the audited consolidated financial statements for the year then ended.  

FORWARD-LOOKING STATEMENTS

Except for the historical information contained in this 2020 Annual Report, the statements contained herein, in particular with respect to our business, financial condition and results of operations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934.  Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including all the risks discussed in “Item 3D—Risk Factors” and elsewhere in this 2020 Annual Report.  We urge you to consider that statements which use the terms “believe,” “expect,” “plan,” “intend,” “estimate,” “anticipate,” “should,” “will,” “may,” “hope” and similar expressions are intended to identify forward-looking statements.  These statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PRESENTATION OF FINANCIAL INFORMATION

Our consolidated financial statements appearing in this 2020 Annual Report are reported in U.S. dollars in thousands, unless otherwise indicated, and are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).  Totals presented in this 2020 Annual Report may not total correctly due to rounding of numbers.

All references in this 2020 Annual Report to “dollars,” “USD,” or “$,” are to U.S. dollars, all references in this Annual Report to “NIS” are to New Israeli Shekel, and all references in this Annual Report to “CAD” are to Canadian dollars.  The published (1) representative exchange rate between the NIS and the dollar for March 31, 2020, was NIS 3.57 per $1.00.  The published (2) representative exchange rate between the CAD and the dollar for March 31, 2020, was CAD 1.41 CAD per $1.00.  No representation is made that the NIS amounts or CAD amounts could have been, or could be, converted into dollars at rates specified herein or any other rate.

 

(1)

As published by The Bank of Israel.

(2)

As published by J.P. Morgan Chase.

 

i


TABLE OF CONTENTS

 

 

 

PART I

 

1

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

 

1

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

 

1

ITEM 3. KEY INFORMATION

 

2

A. SELECTED FINANCIAL DATA

 

2

B. CAPITALIZATION AND INDEBTEDNESS

 

3

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

 

3

D. RISK FACTORS

 

3

ITEM 4. INFORMATION ON THE COMPANY

 

23

A. HISTORY AND DEVELOPMENT OF THE COMPANY

 

23

B. BUSINESS OVERVIEW

 

24

C. ORGANIZATIONAL STRUCTURE

 

35

D. PROPERTY, PLANT AND EQUIPMENT

 

35

ITEM 4A. UNRESOLVED STAFF COMMENTS

 

37

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

37

A. OPERATING RESULTS

 

37

B. LIQUIDITY AND CAPITAL RESOURCES

 

47

C. RESEARCH AND DEVELOPMENT, PATENTS, TRADEMARKS AND LICENSES

 

48

D. TREND INFORMATION

 

50

E. OFF-BALANCE SHEET ARRANGEMENTS

 

50

F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

 

50

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

51

A. DIRECTORS AND SENIOR MANAGEMENT

 

51

B. COMPENSATION

 

54

C. BOARD PRACTICES

 

54

D. EMPLOYEES

 

61

E. SHARE OWNERSHIP

 

62

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

63

A. MAJOR SHAREHOLDERS

 

63

B. RELATED PARTY TRANSACTIONS

 

64

C. INTERESTS OF EXPERTS AND COUNSEL

 

64

ITEM 8. FINANCIAL INFORMATION

 

65

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

 

65

B. SIGNIFICANT CHANGES

 

66

ITEM 9. THE OFFER AND LISTING

 

66

A. OFFER AND LISTING DETAILS

 

66

B. PLAN OF DISTRIBUTION

 

66

C. MARKETS

 

66

D. SELLING SHAREHOLDERS

 

66

E. DILUTION

 

66

F. EXPENSES OF THE ISSUE

 

66

ITEM 10. ADDITIONAL INFORMATION

 

67

A. SHARE CAPITAL

 

67

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

 

67

C. MATERIAL CONTRACTS

 

73

D. EXCHANGE CONTROLS

 

73

E. TAXATION

 

73

F. DIVIDENDS AND PAYING AGENTS

 

84

G. STATEMENT BY EXPERTS

 

84

H. DOCUMENTS ON DISPLAY

 

85

I. SUBSIDIARY INFORMATION

 

85

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

85

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

 

86

 

 

 

PART II

 

87

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

 

87

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

 

87

ITEM 15. CONTROLS AND PROCEDURES

 

87

ii


 

ITEM 16. [RESERVED]

 

87

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

 

87

ITEM 16B. CODE OF ETHICS

 

88

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

88

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

 

88

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

 

88

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

 

89

ITEM 16G. CORPORATE GOVERNANCE

 

90

ITEM 16H. MINE SAFETY DISCLOSURE

 

91

 

 

 

PART III

 

92

ITEM 17. FINANCIAL STATEMENTS

 

92

ITEM 18. FINANCIAL STATEMENTS

 

92

ITEM 19. EXHIBITS

 

92

 

 

 

iii


PART I

 

 

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

 

 

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

 

 

 

1


ITEM 3.

KEY INFORMATION

A. SELECTED FINANCIAL DATA

We have derived the following selected consolidated financial data for the years ended March 31, 2020, 2019 and 2018, and as of March 31, 2020 and 2019, from our audited consolidated financial statements set forth elsewhere in this 2020 Annual Report, which have been prepared in accordance with U.S. GAAP.  We have derived the consolidated selected financial data for the years ended March 31, 2017 and 2016, from our audited consolidated financial statements not included in this Annual Report.  You should read the selected consolidated financial data together with “Item 5—Operating and Financial Review and Prospects” and our consolidated financial statements, related notes and other financial information included elsewhere in this 2020 Annual Report.  

 

 

 

Year Ended March 31,

 

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

 

U.S. dollars and shares in thousands (except per share data)

 

Consolidated Statements of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales, net

 

$

644,769

 

 

$

669,893

 

 

$

661,913

 

 

$

879,387

 

 

$

950,751

 

Cost of sales

 

 

245,044

 

 

 

224,169

 

 

 

198,405

 

 

 

207,860

 

 

 

169,743

 

Impairment

 

 

 

 

 

 

 

 

 

 

 

276

 

 

 

2,042

 

Gross profit

 

 

399,725

 

 

 

445,724

 

 

 

463,508

 

 

 

671,251

 

 

 

778,966

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

59,777

 

 

 

63,238

 

 

 

70,418

 

 

 

70,644

 

 

 

71,160

 

Selling, marketing, general and administrative

 

 

93,413

 

 

 

89,971

 

 

 

88,196

 

 

 

85,656

 

 

 

92,365

 

Settlements and loss contingencies

 

 

 

 

 

(3,678

)

 

 

1,884

 

 

 

 

 

 

973

 

 

 

 

153,190

 

 

 

149,531

 

 

 

160,498

 

 

 

156,300

 

 

 

164,498

 

Operating income

 

 

246,535

 

 

 

296,193

 

 

 

303,010

 

 

 

514,951

 

 

 

614,468

 

Financial (income) expenses, net

 

 

(48,482

)

 

 

(58,851

)

 

 

12,531

 

 

 

(34,636

)

 

 

(19,672

)

Other gain, net

 

 

3,018

 

 

 

1,810

 

 

 

1,889

 

 

 

11,211

 

 

 

2,680

 

Income before income taxes

 

 

298,035

 

 

 

356,854

 

 

 

292,368

 

 

 

560,798

 

 

 

636,820

 

Tax expense

 

 

53,485

 

 

 

74,732

 

 

 

81,954

 

 

 

103,780

 

 

 

95,313

 

Income from continuing operations

 

 

244,550

 

 

 

282,122

 

 

 

210,414

 

 

 

457,018

 

 

 

541,507

 

Net loss from discontinued operations attributable to Taro

 

 

 

 

 

 

 

 

(335

)

 

 

(352

)

 

 

(236

)

Net income

 

 

244,550

 

 

 

282,122

 

 

 

210,079

 

 

 

456,666

 

 

 

541,271

 

Net income (loss) attributable to non-controlling interest

 

 

309

 

 

 

345

 

 

 

(1,071

)

 

 

310

 

 

 

339

 

Net income attributable to Taro

 

$

244,241

 

 

$

281,777

 

 

$

211,150

 

 

$

456,356

 

 

$

540,932

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income from continuing operations attributable to Taro

 

$

244,241

 

 

$

281,777

 

 

$

211,485

 

 

$

456,708

 

 

$

541,168

 

Net loss from discontinued operations attributable to Taro

 

 

 

 

 

 

 

 

(335

)

 

 

(352

)

 

 

(236

)

Net income attributable to Taro

 

$

244,241

 

 

$

281,777

 

 

$

211,150

 

 

$

456,356

 

 

$

540,932

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per ordinary share from continuing operations attributable to Taro:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

$

6.35

 

 

$

7.23

 

 

$

5.27

 

 

$

11.06

 

 

$

12.63

 

Net loss per ordinary share from discontinued operations attributable to Taro:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

$

 

 

$

 

 

$

(0.01

)

 

$

(0.01

)

 

$

(0.01

)

Net income per ordinary share attributable to Taro:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

$

6.35

 

 

$

7.23

 

 

$

5.26

 

 

$

11.05

 

 

$

12.62

 

Weighted-average number of ordinary shares used to compute net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

 

38,460

 

 

 

38,990

 

 

 

40,155

 

 

 

41,301

 

 

 

42,832

 

2


 

 

 

As of March 31,

 

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

 

U.S. dollars in thousands

 

Consolidated Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Working capital

 

$

1,309,867

 

 

$

1,265,899

 

 

$

1,680,879

 

 

$

1,789,187

 

 

$

1,632,133

 

Property, plant and equipment, net

 

$

209,961

 

 

$

206,242

 

 

$

193,727

 

 

$

180,085

 

 

$

159,459

 

Total assets

 

$

2,341,252

 

 

$

2,135,326

 

 

$

2,433,210

 

 

$

2,289,753

 

 

$

2,188,033

 

Shareholders’ equity

 

$

2,109,759

 

 

$

1,911,122

 

 

$

2,210,399

 

 

$

2,073,806

 

 

$

1,937,144

 

 

Dividends

We had never paid cash dividends until Fiscal Year 2019.  On November 5, 2018, the Taro Board of Directors declared a $500 million special cash dividend on Taro ordinary shares. The special dividend of $12.86 per share was paid on December 28, 2018, to shareholders of record at the close of business on December 11, 2018.  Our dividend policy is set forth below in “Item 8.A – Consolidated Statements and Other Financial Information.”  

B. CAPITALIZATION AND INDEBTEDNESS

Not applicable.

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

D. RISK FACTORS

Our business, operating results and financial condition may be seriously harmed due to any of the following risks, among others.  If we do not successfully address the risks facing us, we may experience a material adverse change in our business, results of operations and financial condition and our share price may decline.  We cannot assure you that we will successfully address any of these risks.

Risks Relating to Our Industry

The pharmaceutical industry in which we operate is intensely competitive.  We are particularly subject to the risks of competition. For example, the competition we encounter may have a negative impact upon the prices we charge for our products, the market share of our products and our revenue and profitability.

The pharmaceutical industry in which we operate is intensely competitive.  The competition which we encounter has an effect on our product prices, market share, revenue and profitability.  Depending upon how we respond to this competition, it may have a material adverse effect on us.  We compete with:

 

generic manufacturers of our brand-name drugs;

 

the original manufacturers of the brand-name equivalents of our generic products;

 

drug manufacturers (including brand-name companies that also manufacture generic drugs);

 

generic drug manufacturers; and

 

manufacturers of new drugs that may compete with our generic drugs and proprietary products.

Most of the products that we sell are either generic drugs or drugs for which related patents have expired.  Most of these products do not benefit from patent protection and are therefore subject to an increased risk of competition.  In addition, because many of our competitors have substantially greater financial, production and research and development resources, substantially larger sales and marketing organizations and substantially greater name recognition than we have, we are particularly subject to the risks inherent in competing with them.  For example, many of our competitors may be able to develop products and processes competitive with, or superior to, our own.  Furthermore, we may not be able to differentiate our products from those of our competitors, successfully develop or introduce new products that are less costly or offer better performance than those of our competitors or offer purchasers of our products payment and other commercial terms as favorable as those offered by our competitors.

3


Other pharmaceutical companies frequently take actions to prevent or discourage the use of generic drug products such as ours.

Other pharmaceutical companies have increasingly taken actions, including the use of state and federal legislative and regulatory mechanisms, to prevent, delay or discourage the use of generic equivalents to their products, including generic products that we manufacture or market.  If these efforts to delay or prevent generic competition are successful, our ability to sell our generic versions of products may be limited or prevented.  This could have a material adverse effect on our future results of operations.  These efforts have included, among others:

 

filing new patents or extensions of existing patents on products whose original patent protection is about to expire, which could extend patent protection for the product and delay launch of generic equivalents;

 

developing patented controlled-release products or other product improvements;

 

developing and marketing branded products as Rx and OTC products;

 

pursuing pediatric exclusivity for brand-name products;

 

submitting citizen petitions to request that the Commissioner of the U.S. Food and Drug Administration (“FDA”) take administrative action with respect to an abbreviated new drug application (“ANDA”) approval;

 

attaching special patent extension amendments to unrelated federal legislation;

 

engaging in state-by-state initiatives to enact legislation that restricts the substitution of some brand-name drugs with generic drugs;

 

making arrangements with managed care companies and insurers to reduce the economic incentives to purchase generic pharmaceuticals;

 

introducing authorized generics or their own generic equivalents to the marketplace; and

 

setting the price of brand-name drugs at or below the price of generic equivalents.

Generally, no additional regulatory approvals are required for brand-name manufacturers to sell directly or through a third party to the generic market.  Brand-name products that are licensed to third parties and are marketed under their generic names at discounted prices are known as authorized generics.  Such licensing facilitates the sale of generic equivalents of a company’s own brand-name products.  Because many brand-name companies are substantially larger than we are and have substantially greater resources than we have, we are particularly subject to the risks of their undertaking to prevent or discourage the use of our products that compete with theirs.  Moreover, the introduction of authorized generics may make competition in the generic market more intense.  It may also reduce the likelihood that a generic company that obtains the first ANDA approval for a particular product will be the first-to-market and/or the only generic alternative offered to the market and thus may diminish the economic benefit associated with this position.

We may experience declines in the sales volume and prices of our products as the result of the continuing trend of consolidation of certain customer groups, such as the wholesale drug distribution and retail pharmacy industries, as well as the emergence of large buying groups.

We make a significant portion of our sales to a relatively small number of wholesalers, retail drug chains, food chains and mass merchandisers.  If demand decreases significantly, our profitability could be negatively impacted.  Also, these customers constitute an essential part of the distribution chain for generic pharmaceutical products and continue to undergo significant consolidation.  This consolidation may result in these groups gaining additional purchasing leverage and consequently increasing product pricing pressures facing us.  In addition, the emergence of large buying groups representing independent retail pharmacies and the prevalence and influence of managed care organizations and similar institutions, potentially enables those groups to negotiate price discounts on our products.

Our net sales and quarterly growth comparisons may also be affected by fluctuations in the buying patterns of retail chains, major distributors and other trade buyers, whether resulting from seasonality, pricing, wholesaler buying decisions or other factors.  In addition, since such a significant portion of our U.S. revenue is derived from relatively few customers, any financial difficulties experienced by a single customer, or any delay in receiving payments from a single customer could have a material adverse effect on our business, financial position and results of operations, and could cause the market value of our ordinary shares to decline.

New developments by others could make our products or technologies non-competitive or obsolete.

The markets in which we compete and intend to compete continue to undergo rapid and significant technological change.  Our competitors may succeed in developing products and technologies that are more effective or less costly than any that we are developing, or that would render our products obsolete and non-competitive.

4


We anticipate that we will face increased competition and product price erosion in the future as new companies enter the market and novel or advanced technologies emerge.  Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies.  Many of our competitors have significantly greater research and development, financial, sales and marketing, manufacturing and other resources than we have.  As a result, they may be able to devote greater resources to the development, manufacture, marketing or sale of their products, initiate or withstand substantial price competition, or more readily take advantage of acquisitions or other opportunities.

Our ability to market products successfully depends, in part, upon the acceptance of our products not only by consumers, but also by independent third parties.

Our ability to market generic or proprietary pharmaceutical products successfully depends, in part, on the acceptance of the products by independent third parties (including physicians, pharmacies, government formularies, managed care providers, insurance companies and retailers), as well as patients.  In addition, unanticipated side effects or unfavorable publicity concerning any of our products, or any brand-name product of which our generic product is the equivalent, could have an adverse effect on our ability to achieve acceptance by prescribing physicians, managed care providers, pharmacies and other retailers, customers and patients.

Reductions in pharmaceutical pricing may adversely affect our business.

Pharmaceutical pricing, through the current U.S. administration, political, social, and other pressure, has been subjected to increased scrutiny. Our pricing and profitability may be affected, which may have a material adverse effect on our business, financial condition and results of operation.

Our future profitability depends upon our ability to continue monitoring our inventory levels in the distribution channel.

Our future profitability depends, in part, upon our ability to continue monitoring our inventory levels in the distribution channel. We obtain reports of the amount of our products held in inventory by our wholesaler customers.  We use these reports as part of our process for monitoring inventory levels in our distribution channel and our exposure to product returns.  If we lose access to these reports, we may not be able to adequately monitor our inventory levels in the distribution channel.  The loss of our visibility into the distribution channel could cause inventory levels to build, exceeding market demand and resulting in us incurring significant and unanticipated expenditures to reimburse these wholesaler customers for product returns, which could materially affect our profitability and cash flows in an adverse manner.

Our future profitability depends upon our ability to introduce new generic or innovative products on a timely basis.

Our future profitability depends, to a significant extent, upon our ability to introduce, on a timely basis, new generic or innovative products for which we either are the first-to-market (or among the first-to-market) or can otherwise gain significant market share.  Our ability to achieve any of these objectives is dependent upon, among other things, the timing of regulatory approval of these products and the number and timing of regulatory approvals of competing products.  Inasmuch as this timing is not within our control, we may not be able to develop and introduce new generic and innovative products on a timely basis, if at all.

To the extent that we succeed in being the first-to-market generic version of a significant product, and particularly if we obtain the 180-day period of market exclusivity for the U.S. market provided under the Drug Price Competition and Patent Term Restoration Act of 1984 (the “Hatch-Waxman Act”), our sales, profits and profitability may be substantially increased in the period following the introduction of such product and prior to a competitor’s introduction of an equivalent product.  However, after the end of the 180-day exclusivity period, these sales, along with the profits therefrom, may diminish precipitously.

Our revenue and profits from individual generic pharmaceutical products typically decline as our competitors introduce their own generic equivalents.

Revenue and gross profit derived from generic pharmaceutical products tend to follow a pattern based on regulatory and competitive factors unique to the generic pharmaceutical industry.  As the patents for a brand-name product and the related exclusivity periods expire, the first generic manufacturer to receive regulatory approval for a generic equivalent of the product is often able to capture a substantial share of the market.  However, as other generic manufacturers receive regulatory approvals for competing products, or brand-name manufacturers introduce authorized generics, that market share and the price of that product typically decline. Our overall profitability depends on, among other things, our ability to continuously, and on a timely basis, introduce new products.

5


We may be unable to take advantage of the increasing number of high-value biosimilar opportunities.

Biosimilar products are expected to make up an increasing proportion of the high-value generic opportunities in upcoming years.  The development, manufacture and commercialization of biosimilar products require specialized expertise and are very costly and subject to complex regulation, which is still evolving.  We will require significant investments and collaborations with third parties to take advantage of these opportunities.  We cannot assure you that any future investments and collaborations regarding biosimilar products will be successful.

Risks Relating to Regulatory Matters

We are subject to extensive government regulation that increases our costs and could delay or prevent us from marketing or selling our products.

We are subject to extensive regulation by the United States, Canada, Israel and other jurisdictions.  These jurisdictions regulate, among other things, the approval, testing, manufacture, labeling, marketing, sale, import and export of pharmaceutical products.  For example, approval by the FDA is generally required before any new drug or the generic equivalent to any previously approved drug may be marketed in the United States.  In order to receive approval from the FDA for each new drug product we wish to market, we must demonstrate, through rigorous pre-clinical and clinical trials, that the new drug product is safe and effective for its intended use and that our manufacturing process for that product candidate complies with current Good Manufacturing Practices (“cGMP”).  We cannot provide an assurance that the FDA will, in a timely manner, or ever, approve our applications for new drug products.  The FDA may require substantial additional clinical testing or find that our drug product does not satisfy the standards for approval.  In addition, in order to obtain approval for our product candidates that are generic versions of brand-name drugs, we must demonstrate to the FDA that each generic product candidate is bioequivalent to a drug previously approved by the FDA through the new drug approval process, known as an innovator, or brand-name reference drug.  In addition to bioequivalence testing, the generic product must also have the same dosage form, strength, route of administration and intended use as the innovator drug product.  If the FDA determines that an ANDA for a generic drug product is not adequate to support approval, it could deny our application or request additional information, including clinical trials, which could delay approval of the product and impair our ability to compete with other versions of the generic drug product.

If our product candidates receive FDA approval, the labeling claims and marketing statements that we can make for our products are limited by statutes and regulations and, with respect to our generic drugs, by the claims approved by the FDA for the brand-name product.  In addition, if the FDA and/or a foreign regulatory authority approves any of our products, the labeling, packaging, adverse event reporting, storage conditions, advertising and promotion for the product will be subject to extensive and ongoing regulatory requirements.  Further, as a manufacturer of pharmaceutical products distributed in the United States, we must also continue to comply with cGMP regulations, which include requirements related to production processes, quality control and quality assurance and recordkeeping.  Products that we manufacture and distribute in foreign jurisdictions may be regulated under comparable laws and regulations in those jurisdictions.  The facilities of Taro Pharmaceuticals U.S.A., Inc. (“Taro U.S.A.”), our manufacturing facilities and procedures and those of our suppliers are subject to periodic inspection by the FDA and foreign regulatory agencies.  Any material deviations from cGMPs or other applicable standards identified during such inspections may result in enforcement actions, including delaying or preventing new product approvals, a delay or suspension in manufacturing operations, warning or untitled letters, consent decrees or civil or criminal penalties.  Taro shares common ownership with Ranbaxy Inc. (“Ranbaxy”) through acquisitions made by Sun Pharmaceutical Industries Ltd. (Reuters: SUN.BO, Bloomberg: SUNP IN, NSE: SUNPHARMA, BSE: 524715) (“Sun Pharma” and its affiliates, “Sun”).  In 2012, Ranbaxy entered into a Consent Decree of Permanent Injunction with the FDA which decree gives the FDA authority to impose its terms and obligations on any “subsidiary” or “affiliate” of Ranbaxy Inc.  Also, if such deviations occurred, it is unclear if the FDA could extend the existing Consent Decree of Permanent Injunction, applicable to Ranbaxy to a facility owned or operated by Taro in light of the companies' common ownership by Sun.  Further, discovery of previously unknown problems with a product or manufacturer may result in restrictions or sanctions with respect to the product, including withdrawal of the product from the market.

In addition, because we market a controlled substance in the United States and other controlled substances in Israel and Canada, we must meet the requirements of the Controlled Substances Act in the United States and its equivalents in Israel and Canada, as well as the regulations promulgated thereunder in each country.  These regulations include stringent requirements for registration, manufacturing controls, importation, distribution, exportation, receipt and handling procedures and security to prevent diversion of, or unauthorized access to, the controlled substances in each stage of the production and distribution process.  The United States Drug Enforcement Administration (“DEA”) and comparable regulatory authorities in Israel and Canada may periodically inspect our facilities for compliance with the Controlled Substances Act and its equivalents in Israel and Canada.  Any failure to comply with these laws and regulations could lead to a variety of sanctions, including the revocation, or a denial of renewal, of our DEA registration (or Israeli or Canadian equivalent), injunctions, or civil or criminal penalties.

6


Furthermore, all of the products that we manufacture, and most of the products we distribute, are manufactured outside the United States and must be shipped into the United States.  The FDA and the DEA, in conjunction with the United States Customs and Border Protection, have greater discretion to prohibit the importation of foreign goods into the United State than they have to stop the distribution of products that are manufactured in the United States.

Although we devote significant time, effort and expense into addressing the extensive government regulations applicable to our business and obtaining regulatory approvals, we remain subject to the risk of being unable to obtain necessary approvals on a timely basis, if at all.  Delays in receiving regulatory approvals could adversely affect our ability to market our products.

Product approvals by the FDA and by comparable foreign regulatory authorities may be withdrawn if compliance with regulatory standards is not maintained or if problems relating to the products are experienced after initial approval.  In addition, if we fail to comply with governmental regulations, we may be subject to warning or untitled letters, fines, unanticipated compliance expenditures, interruptions of our production and/or sales, prohibition of importation, seizures and recalls of our products, criminal prosecution and debarment of us and our employees from the generic drug approval process.

Changes in regulatory environment may prevent us from utilizing the exclusivity periods that are important for the success of some of our generic products.

The Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Medicare Act”) provides that the 180-day market exclusivity period provided under the Hatch-Waxman Act is only triggered by commercial marketing of the product.  However, the Medicare Act also contains forfeiture provisions which could deprive the first “Paragraph IV” filer (as described below) of eligibility for such exclusivity if certain conditions are met.  Accordingly, in situations where we are the first “Paragraph IV” filer, we may face the risk of forfeiture and therefore may not be able to exploit a given exclusivity period for specific products.

Under the terms of the Hatch-Waxman Act, a generic applicant must make certain certifications with respect to the patent status of the listed drug that it references in its ANDA.  In the event that such applicant plans to challenge the validity or enforceability of an existing listed patent or asserts that the proposed product does not infringe an existing listed patent, it files a Paragraph IV certification.  The Hatch-Waxman Act provides for a potential 180-day period of generic exclusivity for the first company that submits an ANDA with a Paragraph IV certification and that also lawfully maintains such certification.  Such exclusivity prevents the approval for 180 days of a subsequently submitted ANDA containing a Paragraph IV certification.  The Medicare Act modified certain provisions of the Hatch-Waxman Act.  Under the Medicare Act, final ANDA approval for a product subject to Paragraph IV patent litigation may be obtained upon the earlier of a favorable district court decision or 30 months from receipt of notification to the patent holder of the Paragraph IV filing, provided there are no other issues preventing the FDA from granting final approval.  Exclusivity rights for the first Paragraph IV filer may be forfeited pursuant to the Medicare Act under specified circumstances including, for example, if tentative approval is not timely obtained.  Some of the changes made by the Medicare Act apply to ANDAs where the first certification was filed after the enactment of the Medicare Act; other earlier submitted ANDAs are generally governed by the previous version of the law.

From time to time, Congress considers and enacts legislation amending the Hatch-Waxman Act, including with respect to 180-day exclusivity.  If further changes to the law are enacted, it might affect our ability to qualify for or otherwise benefit from the statutory 180-day exclusivity period.

Pharmaceutical companies are required by international law to comply with adverse event reporting requirements.

We are required by international law to comply with adverse event reporting requirements.  Our failure to meet these reporting requirements in any jurisdiction could result in actions by regulatory authorities in that and/or other jurisdictions, including any of the following: warning letters, public announcements, restriction or suspension of marketing authorizations, revocation of marketing authorizations, fines or a combination of any of these actions.

Healthcare reform changes may have an impact on all segments of the healthcare industry.

In March 2010, the U.S. government enacted the Patient Protection and Affordable Care Act, as amended by the Health Care Education and Reconciliation Act of 2010 (collectively, “PPACA”), which represented the most comprehensive overhaul of both the public and private healthcare systems ever enacted in the United States.  The PPACA substantially expanded the number of insured individuals in the U.S. through a combination of expanded Medicaid eligibility; establishment of an insurance exchange through which individuals and groups without coverage may purchase commercial health insurance; prohibiting coverage exclusions for pre-existing conditions; and other measures. PPACA also imposed on manufacturers a variety of additional rebates, discounts, fees, taxes and reporting and regulatory requirements.

7


We face uncertainties due to litigation brought against the federal government by a number of state attorneys general in 2018 and supported by the current administration, who seek a ruling that the PPACA is unconstitutional.  The Supreme Court has decided to hear an appeal of a lower court ruling brought by other attorneys general and the U.S. House of Representatives.  The Supreme Court is expected to rule on the case in its next session, which begins in October 2020.  We cannot predict whether PPACA will be invalidated by the Supreme Court, and if so, whether Congress will replace it with an alternative health care framework or what the impact of any such new framework will have on drug coverage, reimbursement, required discounts, and regulatory requirements.  There is no assurance that any future repeal, replacement, or modification of the PPACA will not adversely affect our business and financial results, and we cannot predict how future federal or state legislative or administrative changes relating to healthcare reform will affect our business.

Reimbursement policies of third-parties, cost containment measures and healthcare reform as well as governmental regulation of prices could adversely affect the demand for our products and limit our ability to sell our products.

Our ability to market our products depends, in part, on prices and reimbursement levels for them and related treatment established by federal and state government healthcare programs, private health insurers and other third party payor organizations, including health maintenance organizations and managed care organizations.  Reimbursement may not be available for some of our products and, even if granted, may not be maintained.  Limits placed on our prices or reimbursement could make it more difficult for people to buy our products and reduce, or possibly eliminate, the demand for our products.  In the event that any federal, state or other governmental authority enacts any additional legislation or adopts any additional regulations or policies that affect third-party coverage, price levels or reimbursement, demand for our products may be reduced with a consequent adverse effect, which may be material, on our sales and profitability.

In addition, the purchase of our products could be significantly influenced by the following factors, among others:

 

trends in managed healthcare in the United States;

 

developments in health maintenance organizations, managed care organizations and similar enterprises;

 

judicial invalidation of major federal health care legislation;

 

legislative proposals to reform healthcare, drug prices and government insurance programs; and

 

price regulation and controls and reimbursement policies.

The PPACA is a sweeping measure intended to expand healthcare coverage in the U.S., primarily through the establishment of an exchange to facilitate the purchase of health insurance, premium and cost-sharing subsidies for certain low-income individuals and expansion of the Medicaid program.  Among other things, the PPACA contained provisions that changed payment levels for pharmaceuticals under Medicaid and increased pharmaceutical rebates under the Medicaid Drug Rebate Program.  Effective October 1, 2010, the law changed the formula for calculating federal upper limits (“FULs”), which are a type of cap on the amount a state Medicaid program can reimburse pharmacies for multiple source drugs (drugs for which there are at least two therapeutically equivalent versions on the market).  The FULs are calculated based on the weighted-average of the average manufacturer prices (“AMPs”) of the equivalent drugs on the market when there are at least three therapeutically equivalent versions.  In addition, the law changed the preexisting definition of AMP so that it is based only on direct sales to retail community pharmacies and sales to wholesalers for drugs distributed to retail community pharmacies.  The Centers for Medicare & Medicaid Services (“CMS”) issued final regulations regarding the FUL and the calculation of AMP and rebates under the Medicaid Drug Rebate Program.  These regulations were effective as of April 1, 2016.  Even though the weighted-average does not disclose our AMP, the release of such FULs to the public and our customers may affect our pricing.

In addition, in its final regulations for the Medicaid Drug Rebate Program, CMS required state Medicaid programs, beginning April 1, 2017, to base their reimbursement rates for brand drugs and other drugs not subject to a FUL on pharmacies’ actual acquisition costs, rather than using the current methodologies based on published benchmarks such as average wholesale price (“AWP”) or wholesaler acquisition cost (“WAC”).

Effective January 1, 2010, the PPACA also increased the minimum Medicaid rebate rate from 15.1% to 23.1% of AMP for most drugs approved under a new drug application (“NDA”), including authorized generics.  The PPACA also increased the Medicaid rebate from 11% to 13% of AMP for most drugs approved under an ANDA.  Further, the volume of rebated drugs has been expanded to include drugs dispensed to beneficiaries in Medicaid managed care organizations. In addition, an alternative, higher rebate may be imposed on drugs that are line extensions of previously approved oral dosage form drugs.  CMS’s final regulations also expanded the Medicaid Drug Rebate Program such that manufacturers will be required to pay rebates to the U.S. Territories (Puerto Rico, the U.S. Virgin Islands, Guam, the Northern Mariana Islands and American Samoa), effective April 1, 2020.  These measures have increased or will increase our cost of selling to the Medicaid market.

8


Furthermore, as a result of legislative changes in the Bipartisan Budget Act of 2015 (“BBA”), effective for the first calendar quarter of 2017, generic drugs are subject to an additional rebate if the AMP for a given quarter exceeds an inflation-adjusted baseline AMP.  This price increase penalty previously applied only to innovator drugs.

The full effects of the PPACA and the BBA on Medicaid payments and on our Medicaid rebates cannot be known at this time, in part because not all of these provisions have been implemented yet, but they may have an adverse impact on our results of operations.  In addition, a number of attorneys general, supported by the current administration, have sought the total repeal of PPACA in litigation challenging its constitutionality, and Congress has enacted legislation that repealed key portions of the PPACA.  There is uncertainty with respect to the impact that a potential repeal or other changes, if any, may have, and any changes likely will take time to unfold.  Any additional federal healthcare reform measures adopted in the future could limit the amounts that federal and state governments will pay for healthcare products and services, and in turn could significantly reduce the projected value of certain development projects and reduce our profitability.

Both Congress and the current administration have proposed or are currently considering a wide variety of actions intended to reduce drug prices. These actions include basing payment for drugs under Medicare Part B on an index of prices in other countries, allowing Medicare Part D to negotiate lower prices with drug manufacturers, requiring rebates for certain low-income Medicare Part D enrollees, permitting the importation of less expensive versions of drugs from Canada and other countries and other measures.  These proposals, if finalized or enacted, could adversely affect us and may have a material adverse effect on our business, results of operations, financial condition and cash flows.  

Our relationships with customers and third-party payors are subject to applicable anti-kickback, fraud and abuse and other healthcare laws and regulations, which could expose us to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished profits and future earnings.

Healthcare providers, physicians and third-party payors play a primary role in the recommendation and prescription of any products we market.  Our arrangements with third-party payors, prescribers, and customers may expose us to broadly applicable fraud and abuse and other healthcare laws and regulations that may constrain the business or financial arrangements and relationships through which we market, sell and distribute any products for which we obtain marketing approval.  Restrictions under applicable federal and state healthcare laws and regulations include the following:

 

the federal healthcare program anti-kickback statute prohibits persons from, among other things, knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce, or in return for, either the referral of an individual for, or the purchase, order or recommendation of, any good or service for which payment may be made under a federal healthcare program such as Medicare and Medicaid;

 

the federal False Claims Act imposes criminal and civil penalties, including civil whistleblower or qui tam actions, against individuals or entities for knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government;

 

the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) imposes criminal and civil liability for executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters;

 

HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act and its implementing regulations, also imposes obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable health information;

 

federal law requires applicable manufacturers of covered drugs to report payments and other transfers of value to physicians and teaching hospitals on an annual basis, which includes data collection and reporting obligations.  The information is made publicly available on a searchable website; and

 

analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers.

9


Some state laws require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government and require drug manufacturers to report information related to payments and other transfers of value to healthcare providers or marketing expenditures.  Still other states require the reporting of certain pricing information, pricing controls, or patient access constraints, including information pertaining to the justification of launch prices or price increases greater than a specified threshold.  State and foreign laws also govern the privacy and security of health information in some circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts.

Efforts to ensure that our business arrangements with third parties comply with applicable healthcare laws and regulations involve substantial costs. It is possible that governmental authorities will conclude that our business practices may not comply with current or future statutes, regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations.  If our operations are found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant civil, criminal and administrative penalties, damages, fines, imprisonment, exclusion of products from government funded healthcare programs, such as Medicare and Medicaid, and the curtailment or restructuring of our operations.  If any of the physicians or other healthcare providers or entities with whom we expect to do business is found to be not in compliance with applicable laws, they may be subject to criminal, civil or administrative sanctions, including exclusions from government funded healthcare programs.

Any failure to comply with the complex reporting and payment obligations under the Medicare and Medicaid programs may result in further litigation or sanctions, in addition to the lawsuits.

The U.S. laws and regulations regarding Medicare and/or Medicaid reimbursement and rebates and other governmental programs are complex.  Some of the applicable laws may impose liability even in the absence of specific intent to defraud.  The subjective decisions and complex methodologies used in calculating prices that are reportable under these programs are subject to review and challenge, and it is possible that such reviews could result in material changes.  The federal government and a number of state attorneys general and others have filed lawsuits alleging that pharmaceutical companies reported inflated AWP, Medicaid rebate best prices or average sales prices (which are used to set Medicaid Part B payment rates for drugs) leading to excessive payments by Medicare and/or Medicaid for prescription drugs.  Additional actions are possible.  These actions, if successful, could adversely affect us and may have a material adverse effect on our business, results of operations, financial condition and cash flows.

We are susceptible to product liability claims that may not be covered by insurance and could require us to pay substantial sums.

We face the risk of loss resulting from, and adverse publicity associated with, product liability lawsuits, whether or not such claims are valid.  We may not be able to avoid such claims.  In addition, our product liability insurance may not be adequate to cover such claims or we may not be able to obtain adequate insurance coverage in the future at acceptable costs.  A successful product liability claim that exceeds our policy limits could require us to pay substantial sums.  In addition, in the future, we may not be able to obtain the type and amount of coverage we desire or to maintain our current coverage.

Product recalls could harm our business.

Product recalls or product field alerts may be issued at our discretion or as recommended or required by the FDA, other governmental agencies or other companies having regulatory authority over pharmaceutical product sales.  From time to time, we may recall products for various reasons, including failure of our products to maintain their stability through their expiration dates.  Any recall or product field alert has the potential of damaging the reputation of the product or our reputation.  Any significant recalls could materially affect our sales.  In these cases, our business, financial condition, results of operations and cash flows could be materially adversely affected.

Our reputation among consumers and our customers in the pharmacy trade may be negatively impacted by incidents of counterfeiting of our products.

The counterfeiting of pharmaceutical products is a widely reported problem for pharmaceutical manufacturers, distributors, retailers and consumers in the United States, which is our largest market.  Such counterfeiting may take the form of illicit producers manufacturing cheaper and less effective counterfeit versions of our products, or producing imitation products containing no active ingredients, and then packaging such counterfeit products in a manner, which makes them look like our products.  If incidents occurred in which such products prove to be ineffective, or even harmful, to the individuals who used them, consumers and our customers might not buy our products out of fear that they might be ineffective or dangerous counterfeits.  In addition, sales of counterfeit products could reduce sales of our legitimate products, which could have a material negative impact on our sales and net income.

10


The manufacture and storage of pharmaceutical and chemical products are subject to environmental regulation and inherent risk.

Because chemical ingredients are used in the manufacture of pharmaceutical products and due to the nature of the manufacturing process itself, there is a risk of property damage or personal injury caused by or during the storage or manufacture of both the chemical ingredients and the finished pharmaceutical products.  Although we have never incurred any material liability for damage of this nature, we may be subject to liability in the future.  In addition, while we believe our insurance coverage is adequate, it is possible that a successful claim would exceed our coverage, requiring us to pay a substantial sum.

The pharmaceutical industry is also subject to extensive environmental regulation.  We therefore face the risk of incurring liability for damages or the costs of remedying environmental harms because of the chemical ingredients contained in our products and the processes involved with their manufacture.  For example, we could be held liable for costs to investigate or remediate contamination resulting from the presence or release of hazardous materials at or from any of our properties or the disposal of any such materials at third party sites.  Although we have never incurred any such liability in any material amount, we may be subject to liability in the future.  We may also be required to increase expenditures to address environmental issues and to comply with applicable regulations.  If we fail to comply with environmental regulations or the conditions of our operating licenses, the licenses could be revoked and we could be subject to criminal sanctions and substantial liability.  We could also be required to suspend or modify our manufacturing operations.

Testing required for the regulatory approval of our products is sometimes conducted by independent third-parties.  Any failure by any of these third-parties to perform this testing properly may have an adverse effect upon our ability to obtain regulatory approvals.

Our applications for the regulatory approval of our products incorporate the results of testing and other information that are sometimes provided by independent third-parties (including, for example, manufacturers of raw materials, testing laboratories, contract research organizations or independent research facilities).  The likelihood that the products being tested will receive regulatory approval is, to some extent, dependent upon the quality of the work performed by these third-parties, the quality of the third-parties’ facilities and the accuracy of the information provided by these third-parties.  We have little or no control over any of these factors.

Some of our products are manufactured by independent third-parties.  Any failure by any of these third-parties to perform this manufacturing properly or follow cGMPs, may have an adverse effect upon our ability to maintain regulatory approvals or continue marketing our products.

Certain products are manufactured by independent third-parties.  Their compliance with cGMPs and other regulatory requirements is essential to our obtaining and maintaining regulatory approvals and marketing authorization for these products in the countries in which they are sold.  Any failure by any of these third-parties to perform this manufacturing properly or follow cGMPs may have an adverse effect upon our ability to obtain or maintain regulatory approvals or continue marketing our products.

Governmental investigations and litigation relating to sales and marketing practices may result in material penalties and/or settlement amounts.

 

We are a party to numerous claims and several investigations brought under federal and state antitrust laws by various plaintiffs, including state governments, and federal and state governmental agencies, alleging that we, together with other pharmaceutical manufacturers and in some cases the entire industry, engaged in conspiracies to fix drug prices and/or allocate customers and market share of generic pharmaceutical products in the United States.  Responding to such investigations and claims and litigating these cases is costly.  Our defense and the proceedings themselves are unpredictable and may develop over lengthy periods of time.  If we were to enter into settlements to bring the investigations to closure or to resolve the litigation, those settlements could require us to pay a material sum.  See Note 13 to our consolidated financial statements for additional information.  We operate around the world in complex legal and regulatory environments.  Following calls in recent years from policy makers and other stakeholders in many countries for governmental intervention against high prices of certain pharmaceutical products, we are currently and/or may be subject to governmental investigations, claims or other legal action or regulatory action regarding our products.  It is not possible to predict the ultimate outcome of any such investigations or claims or what other investigations or litigation or regulatory responses may result from such assertions.

11


Risks Relating to Our Company and Our Operations

Sun Pharmaceutical Industries Ltd., and its affiliates, currently controls 84.7% of the voting power in our Company.

Our Chairman, Mr. Dilip Shanghvi and members of his immediate family (one of whom is a member of our board of directors) currently control, through their beneficial ownership of 77.1% of our outstanding ordinary shares and 100% of our founders’ shares through Sun Pharmaceutical Industries Ltd., 84.7% of the voting power in our Company, as of March 31, 2020.  Mr. Dilip Shanghvi, along with entities controlled by him and members of his family, control 54.7% of Sun Pharma as of March 31, 2020.  Sun is able to control the outcome of shareholder votes of the Company requiring a majority of the votes.

50% of the voting power in our subsidiary Taro U.S.A. is held by a corporation which is controlled by Sun.

The share capital of Taro U.S.A. is divided into two classes.  Taro Israel owns 96.9% of the shares that have economic rights and 50% of the shares that have voting rights in Taro U.S.A.  Taro Development Corporation (“TDC”) owns 3.1% of the shares that have economic rights and 50% of the shares that have voting rights in Taro U.S.A.  Sun owns all of the outstanding voting shares of TDC and thereby controls TDC.  Although TDC has agreed to vote all of its shares in Taro U.S.A. for the election to its board of directors of such persons as Taro Israel may designate, TDC may terminate the agreement upon one year written notice.  In the event that TDC were to cease voting its shares in Taro U.S.A. for our designees, or otherwise, in accordance with Taro Israel’s preference, TDC could prevent Taro Israel from electing a majority of the board of directors of Taro U.S.A., effectively block actions that require approval of a majority of the voting power in Taro U.S.A. and potentially preclude the Company from consolidating Taro U.S.A. into the Company’s financial statements.  Taro U.S.A. accounted for approximately 75%, 79% and 81% of the Company’s consolidated revenue for the years ended March 31, 2020, 2019 and 2018, respectively.

Wholesaler customers account for a substantial portion of our consolidated sales.

We have no long-term agreements with the wholesalers that require them to purchase our products and they may therefore reduce or cease their purchases from us at any time.  Any cessation or significant reduction of their purchases from us would likely have a material adverse effect on our results of operations and financial condition.  Furthermore, changes in their buying patterns or in their policies and practices in relation to their working capital and inventory management may result in a reduction of, or a change in the timing of, their purchases of our products.  While we receive periodic inventory reports from the wholesalers, we have no ability to obtain advance knowledge of such changes.  We base our manufacturing schedules, inventories and internal sales projections principally on historical data.  To the extent that actual orders from these wholesalers differ substantially from our internal projections, we may either find ourselves with excess inventory or in an out-of-stock position, which could have a material adverse effect upon our operating results.

The nature of our business requires us to estimate future charges against wholesaler accounts receivable.  If these estimates are not accurate, our results of operations and financial condition could be adversely affected.

Sales to third-parties, including government institutions, hospitals, hospital buying groups, pharmacy buying groups, pharmacy chains and others generally are made through wholesalers.  We sell our products to wholesalers, and the wholesalers resell the products to third-parties at times and in quantities ordered by the third-parties.  Typically, we have a contract price with a third-party to which a wholesaler resells our products that may be equal to or less than the price at which we sold the products to the wholesaler. In such a case, following the purchase of the product by a third-party purchaser from the wholesaler, the wholesaler charges us back for any shortfall.  At the time of any individual sale by us to a wholesaler, we do not know under which contracts the wholesaler will resell products to third-parties.  Therefore, we estimate the amount of chargebacks and other credits that may be associated with these sales and we reduce our revenue accordingly.  One factor in calculating these estimates is information on customer inventory levels provided to us by our customers.  We obtain official reports of the amount of our products held in inventory by our wholesaler customers.  If this information is inaccurate or not forthcoming, this may result in erroneously estimated reserves for chargebacks, returns or other deductions.  In addition, from time to time, the amount of such chargebacks and other credits reported by a wholesaler may be different from our estimates.  Discrepancies of this nature may result in a reduction in the value of our accounts receivable and a related charge to net income.  The reconciliation of our accounts with wholesalers may, from time to time, delay, or otherwise impact, the collection of our accounts receivable or result in a decrease in their value and in a related charge to our net income.

Our inventories of finished goods have expiration dates after which they cannot be sold.

Industry standards require that pharmaceutical products be made available to customers from existing stock levels rather than on a made-to-order basis.  Therefore, in order to accommodate market demand adequately, we strive to maintain sufficiently high levels of inventories.  However, inventories prepared for sales that are not realized as or when anticipated may approach their expiration dates and may have to be written off.  These write-offs, if any, could have an adverse effect on our results of operations and financial condition.

12


Our future success depends on our ability to develop, manufacture and sell new products.

Our future success is largely dependent upon our ability to develop, manufacture and market new commercially viable pharmaceutical products and generic equivalents of proprietary pharmaceutical products whose patents and other exclusivity periods have expired.  Delays in the development, manufacture and marketing of new products could negatively impact our results of operations.  Each of the steps in the development, manufacture and marketing of our products involves significant time and expense. We are, therefore, subject to the risks, among others, that:

 

any products under development, if and when fully developed and tested, will not perform in accordance with our expectations;

 

any generic product under development will, when tested, not be bioequivalent to its brand-name counterpart;

 

necessary regulatory approvals will not be obtained in a timely manner, if at all;

 

any new product cannot be successfully and profitably produced and marketed;

 

quality control problems may adversely impact our reputation for high quality production;

 

other companies may launch their version of generic products, either prior to or following the launch of our newly approved generic version of the same product;

 

brand-name companies may launch their products, either themselves or through third-parties, in the form of authorized generic products which can reduce sales, prices and profitability of our newly approved generic products;

 

generic companies may launch generic versions of our brand-name drugs; or

 

our products may not be priced at levels acceptable to our customers.

If we are unable to obtain raw materials, our operations could be seriously impaired.

While the majority of our products are either synthesized by us or are derived from multiple source materials, some raw materials and certain products are currently obtained from single domestic or foreign suppliers.  Most of these materials are subject to regulatory inspections and if found to be non-compliant we could be prevented from obtaining them.  Although we have not experienced significant difficulty in obtaining raw materials to date, material supply interruptions may occur in the future and we may have to obtain substitute raw materials or products.  For most raw materials we do not have any long-term supply agreements and therefore we are subject to the risk that our suppliers of raw materials may not continue to supply to us on satisfactory terms or at all.

Furthermore, obtaining the regulatory approvals required for adding alternative suppliers of raw materials for finished products we manufacture may be a lengthy process.  We strive to maintain adequate inventories of single source raw materials in order to ensure that any delays in receiving regulatory approvals will not have a material adverse effect upon our business.  However, we may not be successful in doing so, and consequently, we may be unable to sell some products pending approval of one or more alternate sources of raw materials.  Any significant interruption in our supply stream could have a material adverse effect on our operations.

Research and development efforts invested in our innovative pipeline may not achieve expected results.

We invest increasingly greater resources to develop our innovative pipeline, both through our own efforts and through collaborations with third-parties, which results in higher risks.

The time from discovery to a possible commercial launch of an innovative product is substantial and involves multiple stages during which the product may be abandoned as a result of serious developmental problems, the inability to achieve our clinical goals, the inability to obtain necessary regulatory approvals in a timely manner, if at all, or the inability to produce and market such innovative products successfully and profitably.  In addition, we face the risk that some of the third-parties we collaborate with may fail to perform their obligations.  Accordingly, our investment in research and development of innovative products can involve significant costs with no assurances of future revenues or profit.

We are continuing our efforts to develop new proprietary pharmaceutical products, but these efforts are subject to risk and may not be successful.

Our principal business has traditionally been the development, manufacture and marketing of generic equivalents of pharmaceutical products first introduced by other companies.  However, we have increased our efforts to develop new proprietary products.

13


Expanding our focus beyond generic products and broadening our product pipeline to include new proprietary products may require additional internal expertise or external collaboration in areas in which we currently do not have substantial resources and personnel.  We may have to enter into collaborative arrangements with others that may require us to relinquish rights to some of our technologies or products that we would otherwise pursue independently.  We may not be able to acquire the necessary expertise or enter into collaborative agreements on acceptable terms, if at all, to develop and market new proprietary products.

In addition, although a newly developed product may be successfully manufactured in a laboratory setting, difficulties may be encountered in scaling up for manufacture in commercially-sized batches.  For this reason and others, in the pharmaceutical industry only a small minority of all new proprietary research and development programs ultimately result in commercially successful drugs.

In order to obtain regulatory approvals for the commercial sale of new proprietary products, we are required to complete extensive clinical trials in humans to demonstrate the safety and efficacy of the products to the satisfaction of FDA and regulatory authorities abroad.  Conducting clinical trials is a lengthy, time-consuming and expensive process, and the results of such trials are inherently uncertain.  

A clinical trial may fail for a number of reasons, including:

 

failure to enroll a sufficient number of patients meeting eligibility criteria;

 

failure of the new product to demonstrate safety and/or efficacy;

 

the development of serious (including life threatening) adverse events including, for example, side effects caused by or connected with exposure to the new product; or

 

the failure of clinical investigators, trial monitors and other consultants or trial subjects to comply with the trial plan or protocol.

The results from early clinical trials may not be predictive of results obtained in later clinical trials.  Clinical trials may not demonstrate the safety and efficacy of a product sufficient to obtain the necessary regulatory approvals, or to support a commercially viable product.  Any failure of a clinical trial for a product in which we have invested significant time or other resources could have a material adverse effect on our results of operations and financial condition.

Even if launched commercially, our proprietary products may face competition from existing or new products of other companies.  These other companies may have greater resources, market access, and consumer recognition than we have.  Thus, there can be no assurance that our proprietary products will be successful or profitable.  In addition, advertising and marketing expenses associated with the launch of a proprietary product may, if not successful, adversely affect our results of operations and financial condition.

We may not be able to successfully identify, consummate and integrate licensing deals or future acquisitions.

We have in the past, and may in the future, pursue licensing deals (both in-license and out-license deals) or acquisitions of product lines and/or companies and seek to integrate them into our operations.  Licensing deals and acquisitions of additional product lines and companies involve risks that could adversely affect our future results of operations.  Any one or more of the following examples may apply:

 

we may encounter issues with intellectual property, manufacturing or financial complications with in-license or out-license deals;

 

we may not be able to identify suitable licensing deals, acquisition targets or acquire companies on favorable terms;

 

we compete with other companies that may have stronger financial positions and are therefore better able to acquire licenses, product lines and companies.  We believe that this competition will increase and may result in decreased availability or increased prices for suitable licenses or acquisition targets;

 

we may not be able to obtain the necessary financing, on favorable terms or at all, to finance any of our potential license deals or acquisitions;

 

we may not be able to obtain the necessary regulatory approvals, including the approval of antitrust regulatory bodies, in any of the countries in which we may seek to consummate potential licenses or acquisitions;

 

we may ultimately fail to complete a licensing deal or an acquisition after we announce that we plan to license a product or acquire a product line or a company;

 

we may fail to license products or integrate our acquisitions successfully in accordance with our business strategy;

 

we may choose to license a product or acquire a business that is not profitable, either at the time of the license or acquisition or thereafter;

14


 

licensing deals or acquisitions may require significant management resources and divert attention away from our daily operations, resulting in the loss of key customers and personnel, and expose us to unanticipated liabilities;

 

we may not be able to retain the skilled employees and experienced management that may be necessary to maximize an in-license’s profitability or operate businesses we acquire, and if we cannot retain such personnel, we may not be able to locate and hire new skilled employees and experienced management to replace them; and

 

we may license a product or purchase a company that has contingent liabilities that include, among others, known or unknown intellectual property or product liability claims.

Our tax liabilities could be larger than anticipated.

We are subject to tax in many jurisdictions, and significant judgment is required in determining our provision for income taxes. Likewise, we are subject to audit by tax authorities in many jurisdictions. In such audits, our interpretation of tax legislation might be challenged and tax authorities in various jurisdictions may disagree with, and subsequently challenge, the amount of profits taxed in such jurisdictions under our intercompany agreements.  Although we believe our estimates are reasonable, the ultimate outcome of such audits and related litigation could be different from our provision for taxes and might have a material adverse effect on our consolidated financial statements.

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Tax Act”), which among other provisions, reduced the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018. Fiscal year filers, such as Taro U.S.A., recognize a partial reduction in the U.S. corporate tax rate for their year ending after January 1, 2018, and thereafter recognize the full reduction in the U.S. corporate tax rate.  For the year ended March 31, 2018, Taro U.S.A. was subject to a 31.5% federal tax rate, and for subsequent years Taro U.S.A. is subject to a 21% federal tax rate.  

On March 27, 2020 the U.S. enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) which, among other provisions, allows U.S. corporations to carry existing losses back to the preceding five years.  The Company expects to receive a benefit due to the increased value of its losses when carried back to preceding years in which the U.S. federal corporate income tax rate was 35% versus the current 21%.

We are in the process of enhancing and further developing our global enterprise resource planning systems and associated business applications, which could result in business interruptions if we encounter difficulties.

We are enhancing and further developing our global enterprise resource planning (“ERP”), quality control laboratory operations systems and other business critical information technology (“IT”) infrastructure systems and associated applications to provide more operating efficiencies and effective management of our business and financial operations.  Such changes to ERP systems and related software, quality control systems, and other IT infrastructure carry risks such as cost overruns, project delays and business interruptions and delays.  If we experience a material business interruption as a result of our ERP enhancements, it could have a material adverse effect on our business, financial position, and results of operations and/or cash flow.

We are increasingly dependent on information technology and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.

We are increasingly dependent on sophisticated information technology systems and infrastructure to operate our business.  In the ordinary course of business, we collect, store and transmit large amounts of confidential information, trade secrets, intellectual property, proprietary business information, and employee personal information, and it is critical that we do so in a secure manner to maintain the confidentiality and integrity of such confidential information.  We have contracted with third party vendors to enhance our operations and, as part of our service arrangements with Sun as described in greater detail under “Item 7B —Related Party Transactions—Related Party Transactions—Arrangements with Sun,” we also have outsourced elements of our operations to Sun, including significant elements of our information technology infrastructure.  The size and complexity of our information technology systems, and those with whom we contract, make such systems potentially vulnerable to service interruptions, security breaches from inadvertent or intentional actions by employees, partners or vendors, or from attacks by malicious third parties.  Any significant disruptions to our information technology systems, including breaches of information security or cybersecurity, or failure to integrate new and existing information technology systems could adversely affect our business, financial condition or results of operations.  While we exercise care in selecting vendors that maintain adequate information security controls and monitor our relationships with our vendors, we and our vendors or Sun, could be susceptible to third party attacks on our information security systems, which attacks are of ever increasing levels of sophistication and are made by groups and individuals with a wide range of motives and expertise, including state and quasi-state actors, criminal groups, “hackers” and others.  Certain aspects of the security of such technologies are unpredictable or beyond our control, and the failure by mobile technology, third-party and cloud service providers to adequately safeguard their systems and prevent cyber-attacks could disrupt our operations and result in misappropriation, corruption or loss of

15


confidential and other information.  Although the aggregate impact on our operations and financial condition has not been material to date, we have been the target of events of this nature and expect them to continue as cybersecurity threats have been rapidly evolving in sophistication and becoming more prevalent in the industry.  Furthermore, the public perception that a cyber-attack on our systems has been successful, whether or not this perception is correct, may damage our reputation with customers and third parties with whom we do business.

Maintaining the secrecy of our confidential information, trade secrets, intellectual property, proprietary business information, and employee personal information is important to our competitive business position.  However, such information can be difficult to protect.  While we have taken steps to protect such information and invested heavily in information technology, there can be no assurance that our efforts will prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent wrongful use or disclosure of data that could adversely affect our business operations or result in the loss, dissemination, or misuse of critical or sensitive information.  In addition, there is a risk that encryption and other protective measures, despite their sophistication, may be defeated, particularly to the extent that new computing technologies vastly increase the speed and computing power available.  A breach of our security measures or the accidental loss, inadvertent disclosure, unapproved dissemination, misappropriation or misuse of our data, whether as a result of theft, hacking, fraud, trickery or other forms of deception, or for any other cause, could enable others to produce competing products, use our data to gain an advantage, and/or adversely affect our business position.  Any such breach or the accidental loss, inadvertent disclosure, unapproved dissemination, misappropriation or misuse of our data could also result in a violation of applicable privacy and other laws in the U.S. and abroad, litigation exposure, regulatory fines, penalties or intervention, reimbursement or other compensatory costs, additional compliance costs and our internal controls or disclosure controls being rendered ineffective.  Further, any such interruption, security breach, loss or disclosure of confidential information, could result in financial, legal, business and reputational harm to us and could have a material adverse effect on our business, financial condition, results of operations, cash flows, and/or share price.

 

Social media presents potential internal and external risks for our company.

The internal unauthorized, inappropriate or illicit use of social media could cause reputational harm to our business and/or create adverse consequences, including the inadvertent release of non-public information or personally identifiable information.  Externally, our brand and reputation could suffer harm in the event of negative comments or altered information being disseminated through social media.  If we were to suffer reputational or brand harm or adverse consequences through social media, it may have a material adverse effect on our business, financial condition and results of operations.

A public health crisis, such as the COVID-19 pandemic, any widespread outbreak of an illness or communicable disease, or any other pandemic could have a material adverse effect on our business, results of operations, cash flows and financial position.

COVID-19, a disease caused by a strain of coronavirus, was first reported in December 2019 and later declared a pandemic by the World Health Organization in March 2020, spreading globally. It has affected Israel and Canada, where most of our manufacturing takes place, and has spread throughout each state in the United States, our largest market.  The COVID-19 pandemic has disrupted global supply chains, created significant volatility in global financial markets and negatively impacted the global economy. Additionally, it has impacted our business and may materially affect our operations, including manufacturing, supply chain, pre-commercial launch and clinical trial activities should the pandemic persist.  Countries, states and local governments instituting measures to reduce the spread of COVID-19 have impacted our operations with significant disruptions, uncertainty and economic volatility, higher costs, and capital expenditures, such measures include quarantines, government restrictions on movement, business closures and suspensions, canceled events and activities, self-isolation, and other voluntary and/or mandated changes in behavior. Our offices are or have been operating under work from home protocols, and our manufacturing and distribution facilities have instituted policies and procedures to protect our employees and operations, including social distancing, the supply and use of personal protective equipment, split shifts and health assessments.  We have incurred increased costs to put in place additional protection for the health and safety of our employees within our offices and facilities.  We had and, in some instances, continue to have to suspend in-person activities of our field employees because of restrictions on meetings instituted by our customers.  These protocols, policies, procedures, and suspension of activities have affected our business operations.  In the event of illnesses at or closure of one of our facilities, it is possible that such illness or closure could affect our production, shipping, and supply of products to our customers, which would cause us to incur higher costs and have a negative impact on our financial results.

The COVID-19 pandemic has affected and may continue to affect the operations of our suppliers, third-party manufacturers, or partners in our supply chains (transportation, shipping, and logistics), which resulted and may continue to result in higher costs and delays in the manufacturing and supply of products to our customers, which has and will continue to have a negative impact on our financial results.  If we need to find alternate suppliers, third-party manufacturers, or partners in our supply chain, such alternates may come with increased costs, which could have a negative impact on our financial results.

16


The COVID-19 pandemic may affect regulatory agencies globally, causing disruptions that limit our ability to supply products or bring new or improved products to market, which could negatively impact our business operations and financial results. Currently, regulatory agencies globally, including the FDA, are experiencing slower response times and offering limited inspections of manufacturing facilities, affecting approval of new products, regulatory submissions and inspections.

Due to reductions in healthcare benefits as a result of unemployment and patient visits to doctors’ offices, pharmacies and healthcare facilities, we may experience a decline in revenue or slower revenue growth related to such reductions.  Our customers may increase demand for certain Company products that exceeds our ability to meet such demand, which could negatively affect our operations and strain relationships with our customers.

The impact of COVID-19 could cause our customers, third-party manufacturers or suppliers to have liquidity issues, impacting our collection on receivables and negatively impacting our ability to procure products or materials.

The continued impact of the COVID-19 pandemic could have a significant negative impact on our business, financial results, cash and liquidity.  We may need to seek additional sources of financing to fund our operations. Capital and credit markets have experienced disruptions due to COVID-19 and foreign exchanges have experienced increased volatility. Because of these disruptions and volatility, seeking additional financing may be difficult and is dependent upon evolving market conditions, among other factors.    

The impact of the COVID-19 pandemic on the global and U.S. economies is uncertain, but a sustained economic downturn could negatively impact demand for our products and materially affect our business, financial condition and results of operations, and the value of our shares.

Risks Relating to Our Intellectual Property

We depend on our ability to protect our intellectual property and proprietary rights, but we may not be able to maintain the confidentiality, or assure the protection, of these assets.

Our success depends, in large part, on our ability to protect our current and future technologies and products and to defend our intellectual property rights.  If we fail to protect our intellectual property adequately, competitors may manufacture and market products similar to ours.  Numerous patents covering our technologies have been issued to us, and we have filed, and expect to continue to file, patent applications seeking to protect newly developed technologies and products in various countries, including the United States.  Some patent applications in the United States are maintained in secrecy until the patent is issued.  Because the publication of discoveries tends to follow their actual discovery by many months, we may not be the first to invent, or file patent applications on any of our discoveries.  Patents may not be issued with respect to any of our patent applications and existing or future patents issued to or licensed by us may not provide competitive advantages for our products.  Patents that are issued may be challenged, invalidated or circumvented by our competitors.  Furthermore, our patent rights may not prevent our competitors from developing, using or commercializing products that are similar or functionally equivalent to our products.  Where trade secrets are our sole protection, we may not be able to prevent third-parties from marketing generic equivalents to our products, reducing prices in the marketplace and reducing our profitability.

We also rely on trade secrets, non-patented proprietary expertise and continuing technological innovation that we seek to protect, in part, by entering into confidentiality agreements with licensees, suppliers, employees, consultants and others.  These agreements may be breached and we may not have adequate remedies in the event of a breach.  Disputes may arise concerning the ownership of intellectual property or the applicability of confidentiality agreements.  Moreover, our trade secrets and proprietary technology may otherwise become known or be independently developed by our competitors.  If patents are not issued with respect to products arising from our research, we may not be able to maintain the confidentiality of information relating to these products.

Third-parties may claim that we infringe on their proprietary rights and may prevent us from manufacturing and selling such products, or may challenge our own proprietary rights.

There has been substantial litigation in the pharmaceutical industry with respect to the manufacture, use and sale of new products.  These lawsuits often relate to the validity and infringement of patents or proprietary rights of third-parties.  We have in the past and may be required to in the future commence or defend against charges relating to the infringement of patent or proprietary rights.  Any such litigation could:

 

require us to incur substantial expenses, even if we are insured or successful in the litigation;

 

require us to divert significant time and effort of our technical and management personnel;

 

result in the loss of our rights to develop or make certain products;

17


 

require us to pay substantial monetary damages or royalties in order to license proprietary rights from third-parties;

 

prevent us from launching a developed, tested and approved product; or

 

result in our loss of certain patent or proprietary rights.

Although patent and intellectual property disputes within the pharmaceutical industry have often been settled through licensing or similar arrangements, costs associated with these arrangements may be substantial and could include the long-term payment of royalties.  These arrangements may be investigated by United States regulatory agencies and, if improper, may be invalidated.  Furthermore, the required licenses may not be made available to us on acceptable terms.  Accordingly, an adverse determination in a judicial or administrative proceeding or a failure to obtain necessary licenses could prevent us from manufacturing and selling some of our products or increase our costs to market these products.

From time to time, we seek to market patented products before the related patents expire.  In order to do so in the United States, we must challenge the patent under the procedures set forth in the Hatch-Waxman Act.  In the United States, in order to obtain a final approval for a generic product prior to expiration of certain of the innovator’s patents, we must, under the terms of the Hatch-Waxman Act, as amended by the Medicare Act, notify the patent holder as well as the owner of an NDA, that we believe that the patents listed in the FDA’s Approved Drug Products with Therapeutic Equivalence Evaluations (the “Orange Book”) for the marketed product are invalid, unenforceable or not infringed by our product.  To the extent that we engage in patent challenge procedures, we are involved and expect to be involved in patent litigation regarding the validity, enforceability or infringement of the originator’s patent.  In addition, when seeking regulatory approval for some of our products, we are required to certify to the FDA and its equivalents in foreign countries, that such products do not infringe upon third-party patent rights, or that those patents are invalid or unenforceable.  Filing a certification against a patent gives the patent holder the right to bring a patent infringement lawsuit against us.  Any lawsuit in the United States would delay regulatory approval by the FDA until the earlier of the resolution of such claim or 30 months from the patent holder’s receipt of notice of certification.

A third party might challenge any of our patent rights. If successful, such a challenge could result in a loss of market exclusivity with respect to one or more of our products.

In addition, it is not required that all pharmaceutical patents be listed with the FDA or other regulatory authorities.  For example, patents relating to antibiotics or a manufacturing process might not be listed in the Orange Book.  Any launch of a pharmaceutical product by us that may infringe a patent, whether listed or not, may involve us in litigation.

Patent challenges are complex, costly and can take a significant amount of time to complete.  A claim of infringement and the resulting delay could result in substantial expenses and even prevent us from manufacturing and selling products and, in certain circumstances, such litigation may result in significant damages which could have a material adverse effect on our results of operations and financial condition.

Our launch of a product prior to a final court decision, settlement with the patent owner or the expiration of a patent held by a third-party may result in substantial damages to us.  Depending upon the circumstances, a court may award the patent holder damages up to three times the patent holder’s loss of profit or other actual damages, and not less than a reasonable royalty.  If we are found to infringe a patent held by a third-party and become subject to significant damages, these damages could have a material adverse effect on our results of operations and financial condition.

Risks Relating to Our Compliance with the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”)

We have, in the past, and could in the future, fail to maintain effective internal controls in accordance with Section 404 of Sarbanes-Oxley.

Sarbanes-Oxley imposes certain duties on us and our executives and directors.  Our efforts to comply with the requirements of Sarbanes-Oxley, and in particular with Section 404 thereof, have resulted in diversion of our management’s time and attention, and we expect these efforts to require the continued commitment of resources.

We have in the past, and may, in the future, identify material weaknesses in our internal controls that evidence that we fail to maintain effective internal controls in accordance with Section 404 of Sarbanes-Oxley.  As of March 31, 2020, we did not identify any material weaknesses in internal controls.  Failure to maintain adequate internal controls could negatively affect shareholder and customer confidence.

18


Material weaknesses in our disclosure controls and procedures could negatively affect shareholder and customer confidence.

Under Sarbanes-Oxley, we are required to assess the effectiveness of our disclosure controls and procedures on an annual basis.  If we were to conclude that our disclosure controls and procedures were ineffective, shareholder and customer confidence could be negatively affected, which could have a material adverse impact on the market price of our ordinary shares.

Risks Relating to Investment in Our Ordinary Shares

Volatility of the market price of our ordinary shares could adversely affect us and our shareholders.

The market price of our ordinary shares has been volatile, and may, in the future, be subject to wide fluctuations, for the following reasons, among others:

 

actual or anticipated variations in our quarterly operating results or those of our competitors;

 

announcements by us or our competitors of new or enhanced products;

 

market conditions or trends in the pharmaceutical industry;

 

developments or disputes concerning proprietary rights;

 

failure by us to develop new products;

 

introduction of technologies or product enhancements by others that reduce the need for our products;

 

general economic and political conditions;

 

departures of key personnel;

 

changes in the market valuations of our competitors;

 

regulatory considerations; and

 

the other risk factors listed in this section of this 2020 Annual Report.

No citizen or resident of the United States who acquired or acquires any of our ordinary shares at any time after October 21, 1999, is permitted to exercise more than 9.9% of the voting power in our Company, with respect to such ordinary shares, regardless of how many shares the shareholder owns.

In order to reduce our risk of being classified as a “Controlled Foreign Corporation” under the United States Internal Revenue Code of 1986, as amended (the “Code”), we amended our Articles of Association in 1999 to provide that no owner of any of our ordinary shares is entitled to any voting right of any nature whatsoever with respect to such ordinary shares if (a) the ownership or voting power of such ordinary shares was acquired, either directly or indirectly, by the owner after October 21, 1999, and (b) the ownership would result in our being classified as a Controlled Foreign Corporation.  This provision has the practical effect of prohibiting each citizen or resident of the United States who acquired or acquires our ordinary shares after October 21, 1999, from exercising more than 9.9% of the voting power in our Company, with respect to such ordinary shares, regardless of how many shares the shareholder owns.  The provision may therefore discourage United States persons from seeking to acquire, or from accumulating, 15% or more of our ordinary shares (which, due to the voting power of the founders’ shares, would represent 10% or more of the voting power of our Company).  As of March 31, 2020, no citizen or resident of the United States held an amount of ordinary shares that would represent 10% or more of the voting power of our Company.

Risks Relating to Our International Operations

We face risks related to foreign currency exchange rates.

Because some of our revenue, operating expenses, assets and liabilities are denominated in foreign currencies, we are subject to foreign exchange risks that could adversely affect our operations and reported results.  To the extent that we incur expenses in one currency but earn revenue in another, any change in the values of those foreign currencies relative to the U.S. dollar could cause our profits to decrease or our products to be less competitive against those of our competitors.  To the extent that our foreign currency holdings and other assets denominated in a foreign currency are greater or less than our liabilities denominated in a foreign currency, we have foreign exchange exposure.

19


Current and changing economic conditions may adversely affect our industry, business, partners and suppliers, financial position, results of operations and/or cash flow.

The global economy continues to experience significant volatility, and the economic environment may continue to be, or become, less favorable than that of past years.  Among other matters, the continued risk of a debt default by one or more European countries, related financial restructuring efforts in Europe, and/or evolving deficit and spending reduction programs instituted by the U.S. and other governments could negatively impact the global economy and/or the pharmaceutical industry.  This has led, and/or could lead, to reduced consumer and customer spending and/or reduced or eliminated governmental or third party payor coverage or reimbursement in the foreseeable future, and this may include spending on healthcare, including but not limited to pharmaceutical products.  While generic drugs present an alternative to higher-priced branded products, our sales could be negatively impacted if patients forego obtaining healthcare, patients and customers reduce spending or purchases, and/or if governments and/or third-party payors reduce or eliminate coverage or reimbursement amounts for pharmaceuticals and/or impose price or other controls adversely impacting the price or availability of pharmaceuticals.  In addition, reduced consumer and customer spending, and/or reduced government and/or third party payor coverage or reimbursement, and/or new government controls, may drive us and our competitors to decrease prices and/or may reduce the ability of customers to pay and/or may result in reduced demand for our products.  The occurrence of any of these risks could have a material adverse effect on our industry, business, financial position, results of operations and/or cash flow.

Our business requires us to move goods across international borders.  Any events that interfere with, or increase the costs of, the transfer of products across international borders could have a material adverse effect on our business.

We transport most of our products across international borders, primarily those of the United States, Canada and Israel.  Since September 11, 2001, there has been more intense scrutiny of products that are transported across international borders.  As a result, we may face delays, and increases in costs due to such delays, in delivering products to our customers.  Any events that interfere with, or increase the costs of the transfer of products across international borders could have a material adverse effect on our business.

Risks Relating to Key Employees

Our future success is highly dependent on our continued ability to attract and retain key personnel.  Any failure to do so could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our ordinary shares to decline.

The pharmaceutical industry, and our company in particular, is science based.  It is therefore imperative that we attract and retain qualified personnel in order to develop new products and compete effectively.  If we fail to attract and retain key scientific, technical or management personnel, our business could be affected adversely.  If we are unsuccessful in retaining or replacing key employees, it could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our ordinary shares to decline.

Risks Relating to Our Location in Israel

Conditions in Israel affect our operations and may limit our ability to produce and sell our products.

We are incorporated under Israeli law and a significant component of our manufacturing and research and development facilities are located in Israel.  Political, economic and military conditions in Israel may directly affect our operations, and we could be adversely affected by hostilities involving Israel, the interruption or curtailment of trade between Israel and its trading partners, or a significant downturn in the economic or financial condition of Israel.  Unprecedented (from an Israeli perspective) political instability, under which there has been no permanent government and no budget adopted since December 2018, may also adversely impact the Israeli economy and, indirectly, our Israeli operations.

Although Israel has entered into various agreements with Egypt, Jordan and the Palestinian Authority, Israel frequently has been subject to civil unrest and terrorist activity, with varying levels of severity.  Any armed conflicts, terrorist activities or political instability in the region could adversely affect our operations.  Furthermore, certain parties with whom we do business periodically have declined to travel to Israel, forcing us to make alternative arrangements where necessary, and the United States Department of State has issued an advisory regarding travel to Israel.  As a result, the FDA has at various times curtailed or prohibited its inspectors from traveling to Israel to inspect the facilities of Israeli companies, which, should it occur with respect to our Company, could result in the FDA withholding approval for new products we intend to produce at those facilities.

If terrorist acts were to result in substantial damage to our facilities, our business activities would be disrupted since, with respect to some of our products, we would need to obtain prior FDA approval for a change in manufacturing site.  Our business interruption insurance may not adequately compensate us for losses that may occur and any losses or damages sustained by us could have a material adverse effect on our business.

20


Many male Israeli citizens, including our employees, are subject to compulsory annual reserve military service until they reach the age of 45 (or older, for citizens who hold certain positions in the Israeli armed forces reserves) and, in the event of a military conflict, may be called to active duty.  In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists, and some of our Israeli employees have been called up in connection with armed conflicts.  It is possible that there will be similar large-scale military reserve duty call-ups in the future.  Our operations could be disrupted by the absence for a significant period of one or more of our executive officers or key employees or a significant number of our other employees due to obligatory military service requirement.  Any disruption in our operations could harm our business.

We may be affected by fluctuations in the NIS relative to the U.S. Dollar.

A substantial portion of our expenses in Israel, primarily labor and occupancy expenses, are incurred in NIS.  As a result, the cost of our operations in Israel, as measured in U.S. dollars, is subject to the risk of exchange rate fluctuations between the U.S. dollar and the NIS.  During the year-ended March 31, 2020, the value of the NIS increased 1.7% relative to the U.S. dollar based on the change in the exchange rate from the start to the end of the fiscal year.  However, for much of the fiscal year, the value of the NIS appreciated relative to the U.S. Dollar, which had a negative impact on our results of operations by increasing the U.S. dollar value of our NIS-incurred expenses.  If the NIS were to appreciate once again relative to the U.S. dollar, that would negatively affect our U.S. dollar-measured results of operations.

Our operations may be affected by negative labor conditions in Israel.

Strikes and work-stoppages occur relatively frequently in Israel.  If Israeli trade unions threaten strikes or work-stoppages and such strikes or work-stoppages occur, those may, if prolonged, have a material adverse effect on the Israeli economy and on our business, including our ability to deliver products to our customers and to receive raw materials from our suppliers in a timely manner.

 

Environmental requirements related to our Haifa Bay manufacturing facility.

Our Haifa Bay manufacturing facility is located among a large concentration of industrial and other facilities that release emissions into the air in the Haifa Bay region. The Israeli Ministry of Environmental Protection (the “MoEP”) has declared the reduction of air pollution in Haifa Bay to be a primary goal and has taken a stringent approach in enforcing environmental protection laws for the industrial plants in Haifa Bay.  We may be subject to enforcement action, including penalties, if we do not adhere to those strict rules.

Government pricing or price control policies can materially impede our profitability or ability to set prices for our products.

The Israeli government typically purchases pharmaceutical products at the lowest prices in the market, which may affect our profitability. All pharmaceutical products sold in Israel are subject to government price controls.  Permitted price increases and decreases are enacted by the Israeli government as part of a formal review process.  The inability to control the prices of our products may adversely affect our operations.

We may benefit from government programs and tax benefits, both or either of which may be discontinued or reduced.

We have, in the past, received grants and substantial tax benefits under Israeli government programs, including the Approved Enterprise program and programs of the National Technological Innovation Authority (the “Authority”) (formerly operating as Office of the Chief Scientist of the Ministry of Economy of the State of Israel).  In order to be eligible for these programs and benefits, we must meet specified conditions including making specified investments in fixed assets from our equity and paying royalties with respect to grants received.  In addition, some of these programs could restrict our ability to manufacture particular products and transfer particular technology outside of Israel.  If we fail to comply with these conditions in the future, the benefits received could be canceled and we could be required to refund payments previously received under these programs or pay increased payments and/or taxes.  In the future, the government of Israel may discontinue or curtail these and the tax benefits available under these programs.  If the government of Israel ends these programs and tax benefits while we are recipients, our business, financial condition and results of operations could be materially adversely affected.

Provisions of Israeli law may delay, prevent or make more difficult a merger or acquisition.  This could prevent a change of control and depress the market price of our ordinary shares.

Provisions of Israeli corporate and tax law may have the effect of delaying, preventing or making more difficult a merger or acquisition.  The Israeli Companies Law, 5759 - 1999 (the “Israeli Companies Law”) and the regulations promulgated thereunder, generally require that a merger be approved by a company’s board of directors and by a shareholder vote at a shareholders’ meeting that has been called on at least 35 days’ advance notice by each of the merger parties.  Under our Articles of Association, the required shareholder vote is a supermajority of at least 75% of the shares voting in person or by proxy on the matter.  Any creditor of a merger party may seek a court order blocking a merger if there is a reasonable concern that the surviving company will not be able to satisfy

21


all of the obligations of any party to the merger.  Moreover, a merger may not be completed until at least 50 days have passed from the time that a merger proposal has been delivered to the Israeli Registrar of Companies and at least 30 days have passed from the time each merging company has received shareholder approval for the merger.  In addition, a majority of each class of securities of the target company must approve a merger.  Moreover, a tender offer for all of a company’s issued and outstanding shares can only be completed if the acquirer receives sufficient responses such that the acquirer will hold at least 95% of the issued share capital upon consummation of the shareholders’ tenders.  Completion of the tender offer also requires approval of a majority of shareholders who do not have a personal interest in the tender offer, unless, following consummation of the tender offer, the acquirer would hold at least 98% of the company’s outstanding shares.  Furthermore, the shareholders, including those who indicated their acceptance of the tender offer, may, at any time within six months following the completion of the tender offer, petition an Israeli court to alter the consideration for the acquisition, unless the acquirer stipulated in its tender offer that a shareholder that accepts the offer may not seek such appraisal rights.

Other potential means of acquiring a public Israeli company such as ours might involve additional obstacles.  A significant body of case law has not yet developed with respect to the Israeli Companies Law.  Until that happens, uncertainties will exist regarding its interpretation, especially with regard to mergers and acquisitions, which may inhibit such transactions.

Finally, Israeli tax law treats some acquisitions, such as stock-for-stock exchanges between an Israeli company and a foreign company, less favorably than do United States tax laws.  The provisions of Israeli corporate and tax law and the uncertainties surrounding such laws may have the effect of delaying, preventing or making more difficult a merger or acquisition.  This could prevent a change of control of the Company and depress the market price of our ordinary shares, which otherwise might rise as a result of such a change of control.  With respect to mergers, Israeli tax law allows for tax deferral in certain circumstances but makes the deferral contingent on the fulfillment of a number of conditions, including a holding period of two years from the date of the transaction during which sales and dispositions of shares of the participating companies are subject to certain restrictions.  With respect to other share swap transactions, the tax deferral is limited in time, and when that time expires, the tax becomes payable even if no disposition of the shares has occurred.

It may be difficult to effect service of process and enforce judgments against our directors and officers.

We are incorporated in Israel.  Several of our executive officers and directors are non-residents of the United States and a substantial portion of our assets and the assets of such persons are located outside the United States.  Therefore, it may be difficult to enforce a judgment obtained in the United States against us or any of those persons or to effect service of process upon those persons.  It may also be difficult to enforce civil liabilities under United States federal securities laws in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws because Israel is not the most appropriate forum in which such a claim should be brought.  Even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim.  If U.S. law is found to be applicable, the applicable U.S. law must be proved as a factual matter, which can be a time-consuming and costly process.  Also, certain matters of procedure will be governed by Israeli law.

We are subject to government regulation that increases our costs and could prevent us from marketing or selling our products.

We are subject to extensive pharmaceutical industry regulations in countries where we operate.  We cannot predict the extent to which we may be affected by legislative and other regulatory developments concerning our products.

In Israel, the manufacture and sale of pharmaceutical products is regulated in a manner substantially similar to that in the United States.  Legal requirements generally prohibit the handling, manufacture, marketing and importation of any pharmaceutical product unless it is properly registered in accordance with applicable law.  The registration file relating to any particular product must contain medical data related to product efficacy and safety, including results of clinical testing and references to medical publications, as well as detailed information regarding production methods and quality control.  Health ministries are authorized to cancel the registration of a product if it is found to be harmful or ineffective or manufactured and marketed other than in accordance with registration conditions.

We are subject to legislation in Israel, primarily relating to patents and data exclusivity provisions.  Modifications of this legislation or court decision regarding this legislation may adversely affect us and may prevent us from exporting Israeli-manufactured products in a timely fashion.  Additionally, the existence of third-party patents in Israel, with the attendant risk of litigation, may cause us to move production outside of Israel or otherwise adversely affect our ability to export certain products from Israel.

22


Risks Relating to Our Location in Canada

Government price control policies can materially impede our ability to set prices for our products.

In Canada, the Patented Medicine Prices Review Board (“PMPRB”) monitors and controls the prices of patented drug products marketed in Canada.  The PMPRB requires patentees to report pricing and assess whether pricing is excessive based on a number of factors, including the price of comparative drugs sold in Canada and the price of patented medicine in other jurisdictions.  While price increases are permitted, they are generally limited to the amount of the annual increase of the Canadian Consumer Price Index.  Consequently, the existence of one or more patents relating to a drug product, while providing some level of proprietary protection for the product, also triggers a governmental price control regime that significantly affects the Canadian pharmaceutical industry’s ability to set pricing.  Additionally, generic pricing is affected by the PMPRB given that generic pricing is tied to the price of the interchangeable brand product.  To the extent we have products covered by a patent in Canada or generic products affected by the PMPRB, our inability to control the prices of any such products may adversely affect our operations.  The risk associated with the PMPRB’s jurisdiction has also been affected by recent changes to the regulatory landscape within which the PMPRB operates.

Sales of our products in Canada depend, in part, upon their eligibility for reimbursement from drug benefit formularies.

Each Canadian province establishes its own drug benefit formulary that lists the drugs for which a provincial government will reimburse qualifying persons and sets the prices at which the government will reimburse such persons.  There is not complete uniformity among provinces, which could result in the listing of products in some provinces but not others.  However, provincial governments generally will reimburse the lowest available price of the generic equivalents of any drug listed on its formulary.  The formularies can also provide for automatic drug substitution, even for patients who do not qualify for government reimbursement.  The effect of these provincial formulary regimes is to encourage the sale of lower-priced versions of pharmaceutical products.  Further, legislation in some provinces limits the price at which generic pharmaceuticals are reimbursed based on the number of generic competitors in the market and the price of their brand equivalent.  Therefore, the potential lack of reimbursement due to a refusal to list on a provincial formulary may adversely affect our ability to profitably market our products.  Additionally, legislative price controls on generic products may affect profitability by limiting selling price.

We may be adversely affected if the rate of inflation in Canada exceeds the rate of devaluation of the CAD against the U.S. dollar.

A substantial portion of our expenses, primarily labor, packaging materials, occupancy, selling, marketing and administrative expenses in Canada, are incurred in CAD.  As a result, the cost of our operations in Canada, as measured in U.S. dollars, is subject to the risk of exchange rate fluctuations among the U.S. dollar and the CAD. During the year-ended March 31, 2020, the value of the CAD decreased 6.0% with respect to the U.S. dollar.  That change had a positive impact on our results of operations. If the CAD were to depreciate relative to the U.S. dollar, it would positively affect our U.S. dollar-measured results of operations.  If the CAD were to appreciate ever further relative to the U.S. dollar, it would negatively affect our U.S. dollar-measured results of operations.

 

ITEM 4.

INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

The legal and commercial name of our company is Taro Pharmaceutical Industries Ltd.  We were incorporated under the laws of the State of Israel in 1959 under the name Taro-Vit Chemical Industries Ltd.  In 1984, we changed our name to Taro Vit Industries Ltd. and in 1994 we changed our name to Taro Pharmaceutical Industries Ltd., which was the name of a subsidiary of Taro Vit Industries Ltd. incorporated under the laws of the State of Israel in 1950.

In 1961, we completed the initial public offering of our ordinary shares.  In that year, we also acquired 97% of the outstanding stock of an Israeli corporation, then known as Taro Pharmaceutical Industries Ltd. (“TPIL”). In 1981, we sold 37% of our interest in TPIL. In 1993, after acquiring all of the outstanding shares of TPIL, we merged TPIL into our company.  In July 2001, we completed a stock split by distributing one ordinary share for each ordinary share then outstanding and one ordinary share for every ten founders’ shares then outstanding.  In October 2001, we sold 3,950,000 of our ordinary shares, and shareholders sold 1,800,000 of our ordinary shares, in a public offering.  In 2007, we sold 6,787,500 of our ordinary shares to Sun. In September 2010, the Levitt and Moros families and Sun Pharma reached an agreement to transfer their interest in Taro to Sun in accordance with an option agreement entered into by the parties in May 2007.  Since March 22, 2012, our ordinary shares have been traded on the NYSE under the symbol “TARO.”

Our registered office is located at 14 Hakitor Street, Haifa Bay 2624761, Israel.  Our telephone number at that address is +972-4-847-5700.  Our agent for service of process in the United States is Taro Pharmaceuticals U.S.A., Inc., 3 Skyline Drive, Hawthorne, NY 10532.  Our telephone number at that address is +1-914-345-9000.

23


The SEC maintains an internet site at www.sec.gov that contains reports and information statements and other information regarding registrants like us that file electronically with the SEC.

We routinely post important information on our website at https://www.taro.com/. This website and the information contained therein or connected thereto shall not be deemed to be incorporated into this annual report.

Capital Expenditures

During the years ended March 31, 2020, 2019 and 2018, our capital expenditures were $26.6 million, $27.0 million and $26.9 million, respectively.  The focus of our capital expenditure program has been the expansion and upgrade of our manufacturing facilities, laboratories, and information technology systems in order to enable us to increase operational efficiencies, remain in compliance with cGMP, accommodate anticipated increased demand for our products and maintain a competitive position in the marketplace.

The major projects undertaken during these three years, as part of our capital expenditure program, include:

 

the acquisition of additional production and packaging equipment;

 

expanding and upgrading our research and development laboratories in Israel and Canada; and

 

the upgrade of our information technology and serialization systems, in addition to general improvements to our facilities.

For a detailed presentation of our property, plant and equipment, see Note 7 to our consolidated financial statements included elsewhere in this 2020 Annual Report.  Also see Item 4.D.—“Property, Plant and Equipment.”

B. BUSINESS OVERVIEW

We are a multinational, science-based pharmaceutical company.  We develop, manufacture and market Rx and OTC pharmaceutical products primarily in the United States, Canada and Israel.  Our primary focus includes semi-solids formulations, such as creams and ointments and other dosage forms such as liquids, capsules and tablets, in the dermatological and topical, cardiovascular, neuropsychiatric and anti-inflammatory therapeutic categories.

24


We operate principally through three entities: Taro Israel, and two of its subsidiaries (including indirect), Taro Pharmaceuticals Inc. (“Taro Canada”) and Taro U.S.A.  The principal activities and primary product lines of these subsidiaries may be summarized as follows:  

 

Entity

 

Principal Activities

 

Primary Product Lines

 

 

 

 

 

Taro Israel

 

  Manufactures more than 100 finished dosage form pharmaceutical products for sale in Israel and for export

  Produces APIs used in the manufacture of finished dosage form pharmaceutical products

  Markets and distributes both proprietary and generic products in the local Israeli market

  Performs research and development

 

  Dermatology: Rx and OTC semi-solid (creams, ointments, lotions, foams and gels) and liquid products

  Cardiology and Neurology: Prescription oral dosage products

  Analgesics, Rx and OTC oral dosage products

  Central Nervous System (CNS) – Rx oral dosage products

  Allergy (Antihistamine): OTC oral dosage products

 

 

 

 

 

Taro Canada

 

  Manufactures more than 200 finished dosage form pharmaceutical products for sale in Canada and for export to the U.S. and other markets

  Markets and distributes both proprietary and generic products in the Canadian market

  Performs research and development

 

  Dermatology: Rx and OTC semi-solid products (creams, ointments, lotions and gels) and liquid products

  Allergy (Antihistamine): OTC oral dosage products

 

 

 

 

 

 

Taro U.S.A.

 

  Markets and distributes both proprietary and generic products in the U.S. market

  Performs regulatory, post marketing and   clinical activities

 

  Dermatology: Rx and OTC semi-solid products (creams, ointments,  lotions, foams and gels) and liquid products

  Cardiology and Neurology: Rx oral dosage products

  Other Rx and OTC products

 

As of March 31, 2020, 18 (excluding tentative approvals) of our ANDAs are being reviewed by the FDA.  During the fiscal year ended March 31, 2020, we filed 5 ANDAs with the FDA.  In addition, there are numerous products for which either development or internal regulatory work is in process.  The applications pending before the FDA are at various stages in the review process, and there can be no assurance that we will be able to successfully complete any remaining testing or that, upon completion of such testing, approvals will be granted.  In addition, there can be no assurance that the FDA will not grant approvals for competing products submitted by our competitors, prior to, simultaneous with or after granting approval to us.

The Generic Pharmaceutical Industry

Generic pharmaceuticals are the chemical and therapeutic equivalents of brand-name drugs and are typically marketed after the patents for brand-name drugs have expired.  Generic pharmaceuticals generally must undergo clinical testing that demonstrates that they are bioequivalent to their branded equivalents and are manufactured to the same standards.  Proving bioequivalence generally requires data demonstrating that the generic formulation results in a product whose rate and extent of absorption are within an acceptable range of the results achieved by the brand-name reference drug.  In some instances, bioequivalence can be established by demonstrating that the therapeutic effect of the generic formula falls within an acceptable range of the therapeutic effects achieved by the brand-name reference drug.

25


Generic pharmaceutical products must meet the same quality standards as branded pharmaceutical products although they are generally sold at prices that are substantially lower than those of their branded counterparts.  As a result, generic pharmaceuticals represent a much larger percentage of total drug prescriptions dispensed than their corresponding percentage of total sales.  This discount tends to increase (and margins tend to decrease) as the number of generic competitors increases for a given product.  Because of this pricing dynamic, companies that are among the first to develop and market a generic pharmaceutical product tend to earn higher profits than companies that subsequently enter the market for that product.  Furthermore, products that are difficult to develop or are intended for niche markets generally attract fewer generic competitors and therefore may offer higher profit margins than those products that attract a larger number of competitors.  However, profit is influenced by many factors other than the number of competitors for a given drug or the size of the market.  Depending on the actions of each of our competitors, price discounts can be just as significant for a specific product with only a few competitors or a small market, as for a product with many competitors or a large market.

In recent years, the market for generic pharmaceuticals has grown.  We believe that this growth has been driven by the following factors, among others:

 

efforts by governments, employers, third-party payers and consumers to control healthcare costs;

 

increased acceptance of generic products by physicians, pharmacists and consumers; and

 

the increasing number of pharmaceutical products whose patents have expired and are therefore subject to competition from, and substitution by, generic equivalents.

 

higher ANDA approval rate by the FDA.

Products

We currently market more than 200 pharmaceutical products in over 25 countries.  The following represents key therapeutic categories and dosage forms.

 

Therapeutic Categories

 

The following represents various key therapeutic categories: allergy, analgesic, antibacterial, antibiotic, anticonvulsant, antiemetic, antifungal, anti-inflammatory, anti-cancer, antiplatelet agent, antipyretic, cardiovascular, CNS, corticosteroid, cosmetic, cough and cold, dermatology, diuretic, endocrine, gastrointestinal, laxative, narcotics, neuropathic pain, neuropsychiatric, sedative/hypnotic, and topical anti-neoplastic.

 

Dosage Forms

 

The following represents various dosage forms of products: capsule, cream, drops, emulsion, gel/gel kit, granules, injectable, lotion, oil, ointment, paste (including dental), powder/powder for solution, rectal suppository, shampoo, solution/solution for infusion, spray, suspension, syrup, tablets, toothpaste & mouthwash, topical foam, and topical solution.

Topical corticosteroids are used in the treatment of some dermatologic conditions (including psoriasis, eczema and various types of skin rashes).  Topical antineoplastics are used in the treatment of cancer (including skin cancer).  Antifungals are used in the treatment of some infections (including athlete’s foot, ringworm and vaginal yeast infections).  Anticonvulsants are used in the treatment of various seizure disorders (including epilepsy).  Cardiovascular products are used in the treatment of heart disease.  There are several categories of cardiovascular drugs, including anticoagulants, antihypertensive and antiarrhythmic.  Anticoagulants, commonly known as blood thinners, are used in the treatment of heart disease and stroke associated with heart disease.

Some of our products are subject to seasonality, such as allergy drugs; however, in the aggregate our products are not materially subject to seasonality.

For the years ended March 31, 2020, 2019 and 2018, no product comprised 10% of our total consolidated sales.

Sales and Marketing

In the United States, Israel and Canada, our sales are primarily generated by our own dedicated sales force.  In other countries, we sell through agents and other distributors.  Our sales force is supported by our customer service and marketing employees.

26


The following is a breakdown of our net sales by geographic region, including the percentage of our total consolidated net sales for each period:

 

 

 

Year ended March 31,

 

 

 

2020

 

 

2019

 

 

2018

 

 

 

Sales

 

 

% of

 

 

Sales

 

 

% of

 

 

Sales

 

 

% of

 

 

 

(in thousands)

 

 

total sales

 

 

(in thousands)

 

 

total sales

 

 

(in thousands)

 

 

total sales

 

United States

 

$

495,673

 

 

 

77

%

 

$

537,111

 

 

 

80

%

 

$

549,174

 

 

 

83

%

Canada

 

 

97,997

 

 

 

15

%

 

 

83,970

 

 

 

13

%

 

 

67,226

 

 

 

10

%

Israel

 

 

42,817

 

 

 

7

%

 

 

40,050

 

 

 

6

%

 

 

38,223

 

 

 

6

%

Other

 

 

8,282

 

 

 

1

%

 

 

8,762

 

 

 

1

%

 

 

7,290

 

 

 

1

%

Total

 

$

644,769

 

 

 

100

%

 

$

669,893

 

 

 

100

%

 

$

661,913

 

 

 

100

%

In the year ended March 31, 2020, revenue in the United States accounted for 77% of total consolidated net sales.  In addition to marketing Rx drugs, we market our generic OTC products primarily as store brands under its customers’ labels to wholesalers, drug chains, food chains and mass merchandisers.  A significant portion of our revenues is derived from sales to a limited number of customers. If the Company were to experience a significant reduction in or loss of business with one or more of such customers, or if one or more such customers were to experience difficulty in paying us on a timely basis, our business, financial condition, and results of operations could be materially adversely affected.  During the year ended March 31, 2020, we sold to approximately 150 customers in the United States.  The following table represents sales to our three largest customers as a percent of consolidated net sales:

 

 

 

Year ended March 31,

 

Customer