The following Management's Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with the unaudited interim
condensed consolidated financial statements and the accompanying notes thereto
included in Part I, Item 1 of this Quarterly Report Form 10-Q quarterly, the
audited consolidated financial statements and the accompanying notes thereto in
our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the
"2020 Annual Report"), as well as the information contained under Management's
Discussion and Analysis of Financial Condition and Results of Operations and
"Risk Factors" contained in the 2020 Annual Report, and Part II, Item 1A "Risk
Factors" of this Quarterly Report on Form 10-Q , and other information provided
from time to time in our other filings with the SEC. This discussion contains
forward-looking statements, based on current expectations and related to future
events and our future financial performance, that involve risks and
uncertainties. Our actual results may differ materially from those anticipated
in these forward-looking statements as a result of many important factors,
including those set forth under "Risk Factors" in our 2020 Annual Report and
this Quarterly Report on Form 10-Q.

EXECUTIVE OVERVIEW

ANI Pharmaceuticals, Inc. and its consolidated subsidiaries, ANIP Acquisition
Company and ANI Pharmaceuticals Canada Inc. (together, "ANI," the "Company,"
"we," "us," or "our") is an integrated specialty pharmaceutical company focused
on delivering value to our customers by developing, manufacturing, and marketing
high quality branded and generic prescription pharmaceuticals. We focus on niche
and high barrier to entry opportunities, including controlled substances,
oncology products (anti-cancer), hormones and steroids, and complex
formulations. Our three pharmaceutical manufacturing facilities, of which two
are located in Baudette, Minnesota and one is located in Oakville, Ontario, are
together capable of producing oral solid dose products, as well as semi-solids,
liquids and topicals, controlled substances, and potent products that must be
manufactured in a fully-contained environment.

Strategy



Our objective is to build a sustainable and growing biopharmaceutical company
serving patients in need and creating long-term value for our investors. Our
growth strategy is driven by the following key pillars:

Building a successful Cortrophin Gel franchise


We acquired the NDAs for Cortrophin gel and Cortrophin-Zinc in January 2016 and
executed long-term supply agreements with a supplier of our primary raw material
for corticotrophin active pharmaceutical ingredient ("API"), a supplier of
corticotrophin API with whom we have advanced the manufacture of commercial
scale batches of API, and a Cortrophin gel fill/finish contract manufacturer. In
April 2020, the FDA issued a Refusal to File ("RTF") letter for our Supplemental
New Drug Application ("sNDA") for Cortrophin Gel. Currently, our efforts are
focused on the preparation of a complete resubmission of sNDA. We have retained
a prominent regulatory consulting firm to support our efforts and augment the
capabilities of our restructured internal Cortrophin development team. Together,
we have performed a comprehensive review of the original sNDA filing and
prepared an internal gap assessment and execution plan to address these gaps.
Throughout, we have remained engaged with the FDA and plan to re-submit our
supplemental NDA in the second quarter of 2021.

We have invested in leadership and expertise in the areas of commercialization
of rare disease therapies to develop a launch strategy and commercial plan for
this product.

Strengthening our generics business with enhanced research and development capability and increased focus on niche opportunities





We have grown our generics business through a combination of market share gains
on existing products and new product launches. We have also successfully
acquired numerous ANDAs through asset acquisitions, including, most recently,
the U.S. portfolio of 23 generic products, including 10 commercial products at
the time of the acquisition, from Amerigen Pharmaceuticals, Ltd. We also focus
on niche lower competition opportunities such as injectables and

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Paragraph IV filings. Additionally, we will seek opportunities to enhance our research and development capabilities through strategic partnerships and acquisitions of businesses.

Maximizing the value from our established brands through innovative "go-to-market" ("GTM") strategies and continued programmatic acquisitions





We have acquired the NDAs for and market Atacand, Atacand HCT, Arimidex,
Casodex, Lithobid, Vancocin, Inderal LA, Inderal XL, InnoPran XL,
OXISTAT Lotion, VEREGEN Ointment, and Pandel Cream. We are innovating in our GTM
strategy through creative partnerships. In addition, we will continue to explore
opportunities in acquiring new brands to grow our established brands portfolio.



Expansion of contract development and manufacturing organization ("CDMO") business by leveraging our unique manufacturing capabilities


We built a CDMO business through our sites in Baudette and grew it through the
acquisition of WellSpring Pharma Services Inc. ("ANI Canada"). Our North America
based manufacturing and unique capabilities in high-potency, hormonal, steroid,
and oncolytic products can be leveraged to expand our CDMO business.

The pillars of our strategy will be enabled by an empowered, collaborative, and purposeful team with high performance-orientation.

Product Development Considerations


We consider a variety of criteria in determining which products to develop, all
of which influence the level of competition upon product launch. These criteria
include:

Formulation Complexity. Our development and manufacturing capabilities enable

us to manufacture pharmaceuticals that are difficult to produce, including

? highly potent, extended release, combination, and low dosage products. This

ability to manufacture a variety of complex products is a competitive strength

that we intend to leverage in selecting products to develop or manufacture.

? Patent Status. We seek to develop products whose branded bioequivalents do not

have long-term patent protection or existing patent challenges.

Market Size. When determining whether to develop or acquire an individual

product, we review the current and expected market size for that product at

? launch, as well as forecasted price erosion upon conversion from branded to

generic pricing. We endeavor to manufacture products with sufficient market

size to enable us to enter the market with a strong likelihood of being able to


   price our products both competitively and at a profit.


   Profit Potential. We research the availability and cost of active

pharmaceutical ingredients in determining which products to develop or acquire.

? In determining the potential profit of a product, we forecast our anticipated


   market share, pricing, including the expected price erosion caused by
   competition from other generic manufacturers, and the estimated cost to
   manufacture the products.

Manufacturing. We generally seek to develop and manufacture products at our own

? manufacturing plants in order to optimize the utilization of our facilities,

ensure quality control in our products, and maximize profit potential.

Competition. When determining whether to develop or acquire a product, we

research existing and expected competition. We seek to develop products for

? which we can obtain sufficient market share and may decline to develop a

product if we anticipate significant competition. Our specialized manufacturing


   facilities provide a means of entering niche markets, such as hormone
   therapies, in which fewer generic companies are able to compete.


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Recent Developments

Pending Business Acquisition



On March 8, 2021, we entered into a definitive agreement to acquire Novitium
Pharma LLC ("Novitium"), a privately held New Jersey-based pharmaceutical
company with development, manufacturing, and commercial capabilities. The
closing of the acquisition will occur (a) within five business days after all of
the conditions to the closing set forth in the merger agreement are satisfied or
waived or (b) at such other time, date and place as may be agreed by us and
Novitium, subject to the completion of a minimum period. The closing is subject
to the satisfaction of customary closing conditions and necessary regulatory
approvals and we expect it to close in the second half of 2021.



Consideration will consist of a combination of (i) an estimated cash amount of
$89.5 million, subject to various adjustments and expected to be financed by a
$25.0 million private placement of preferred stock (the "PIPE Investment")  and
new debt financing, both described below, (ii) an aggregate of 2,466,667 shares
of ANI common stock, and (iii) up to $46.5 million in contingent future earn-out
payments.



We will finance the transaction with a new $340.0 million Senior Secured Credit
Facility (the "New Facility"), consisting of a $300.0 million term loan and a
$40.0 million revolving credit facility, the issuance of 2,466,667 shares of ANI
common stock (approximately $74.0 million in value based on a $30 stock price),
and a $25.0 million PIPE Investment by Ampersand 2020 Limited Partnership
("Ampersand"), an affiliate of Ampersand Capital Partners. The New Facility will
be secured by substantially all the assets of ANI and its subsidiaries and used
for the cash portion of the acquisition and to refinance ANI's existing senior
credit facilities.



Concurrently with the execution of the definitive agreement, on March 8, 2021,
we entered into an Equity Commitment and Investment Agreement with Ampersand
(the "PIPE Investor"), pursuant to which we agreed to issue and sell to the PIPE
Investor, and the PIPE Investor agreed to purchase, 25,000 shares of our Series
A Convertible Preferred Stock, for a purchase price of $1,000 per share and an
aggregate purchase price of $25.0 million PIPE Investment.



The PIPE Investment and issuance of shares of ANI common stock are subject to approval by ANI shareholders.

For more information about the pending Novitium acquisition transaction, please see our Form 8-K filed on March 9, 2021 .





NDA Acquisition



On April 1, 2021, we acquired the NDAs for OXISTAT® Lotion, VEREGEN® Ointment,
and Pandel® Cream and the ANDA for ApexiCon® E Cream from Sandoz Inc.
Pandel® Cream will be transitioned later upon receiving the requisite approvals.
The acquisition was funded through borrowings under our pre-existing Revolver.



Cortrophin Gel Re-commercialization Update



In April 2020, the U.S. Food and Drug Administration ("FDA") issued a Refusal to
File ("RTF") letter for our Supplemental New Drug Application ("sNDA") for
Cortrophin Gel. Since this time, our efforts have been focused on the
preparation of a complete resubmission of the sNDA. We immediately retained a
prominent regulatory consulting firm to support our efforts and augment the
capabilities of our internal Cortrophin development team. In addition, we
restructured the composition of the internal team. We have performed a
comprehensive review of the original sNDA filing and prepared an internal gap
assessment. The resultant remediation activities are currently in-progress and
we currently anticipate re-submitting the sNDA in the second quarter of 2021.



In addition, in the third quarter of 2019, we began purchasing materials that
are intended to be used commercially in anticipation of FDA approval of
Cortrophin Gel and the resultant product launch. Under U.S. GAAP, we cannot
capitalize these pre-launch purchases of materials as inventory prior to FDA
approval, and accordingly, they are charged to expense in the period in which
they are incurred. We expect these pre-launch purchases of material to continue
in 2021 as we build raw materials, API and finished goods for the expected

launch of this product.

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COVID-19 Impact

We continue to closely monitor the impact of the novel coronavirus ("COVID-19")
pandemic on our business and the geographic regions where we operate. During the
three months ended March 31, 2021 per IQVIA/IMS data, total market generic
prescriptions in the United States declined when compared to the three months
ended December 31, 2020 and March 31, 2020. Over these same periods, total
market brand prescriptions were steady or increased. The decline in generic
prescriptions, which generally make up 70-80% of our net revenues, was in part
attributable to the COVID-19 pandemic, as subsequent waves impacted patient and
customer behavior. The decline in generic prescriptions due to the COVID-19
pandemic negatively impacted our generic net revenues during the three months
ended March 31, 2021. We have not experienced a significant impact to our
manufacturing operations; however, we continue to see minor disruptions to our
supply chain from the COVID-19 pandemic during 2021. Our manufacturing
facilities in Baudette, Minnesota and Oakville, Ontario have remained open
throughout the pandemic and have operated in accordance with local, state and
national safety guidelines. The pandemic has not impacted our access to capital
and has not significantly impacted our use of funds, including but not limited
to capital expenditures, spend on research and development activities and
business development opportunities.



We are unable to predict the impact that the COVID-19 pandemic will continue to
have on our future financial condition, results of operations and cash flows due
to numerous uncertainties. These uncertainties include the scope, severity and
duration of the pandemic, the level of success of continued actions taken to
contain the pandemic or mitigate its impact, including the availability of
vaccines, and the direct and indirect economic effects of the pandemic and
containment measures, among others. The outbreak of COVID-19 in many countries,
including the United States and Canada, has had a significant adverse impact on
global economic activity and has contributed to significant volatility and
negative pressure in financial markets. As a result, the COVID-19 pandemic has
negatively impacted almost every industry, either directly or indirectly.
Further, the impacts of a potential worsening of global economic conditions and
the continued disruptions to, and volatility in, the credit and financial
markets, pharmaceutical supply chains, patient access to healthcare as well as
other unanticipated consequences remain unknown.

GENERAL



The following table summarizes our results of operations for the periods
indicated:




                                                                Three Months Ended
                                                                    March 31,
(in thousands)                                                  2021         2020
Net revenues                                                  $  54,521    $  49,774
Operating expenses

Cost of sales (exclusive of depreciation and amortization)       19,985    

21,804


Research and development                                          2,968    

6,344


Selling, general, and administrative                             17,587    

  13,683
Depreciation and amortization                                    10,898       11,183
Cortrophin pre-launch charges                                        38        4,602
Operating income/(loss)                                           3,045      (7,842)
Interest expense, net                                           (2,454)      (2,032)
Other (expense)/income, net                                       (515)           10

Income/(loss) before benefit for income taxes                        76    

 (9,864)
Benefit for income taxes                                             10        2,853
Net income/(loss)                                             $      86    $ (7,011)




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The following table sets forth, for all periods indicated, items in our
unaudited interim condensed consolidated statements of operations as
a percentage of net revenues:




                                                                Three Months Ended
                                                                    March 31,
                                                                2021         2020
Net revenues                                                     100.0 %       100.0 %
Operating expenses

Cost of sales (exclusive of depreciation and amortization)        36.7 %        43.8 %
Research and development                                           5.4 %        12.7 %
Selling, general, and administrative                              32.3 %   

    27.5 %
Depreciation and amortization                                     20.0 %        22.5 %
Cortrophin pre-launch charges                                      0.1 %         9.2 %
Operating income/(loss)                                            5.5 %      (15.7) %
Interest expense, net                                            (4.5) %       (4.1) %
Other (expense)/income, net                                      (0.9) %           - %

Income/(loss) before benefit for income taxes                      0.1 %   

  (19.8) %
Benefit for income taxes                                             - %         5.7 %
Net income/(loss)                                                  0.1 %      (14.1) %



RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020



Net Revenues




                                                Three Months Ended March 31,
(in thousands)                                     2021                2020          Change      % Change
Generic pharmaceutical products               $       32,988      $       37,495    $ (4,507)      (12.0) %
Branded pharmaceutical products                        7,517               9,157      (1,640)      (17.9) %
Contract manufacturing                                 2,573              

1,974          599        30.3 %
Royalty and other                                     11,443               1,148       10,295       896.8 %
Total net revenues                            $       54,521      $       49,774    $   4,747         9.5 %




We derive substantially all of our revenues from sales of generic and branded
pharmaceutical products, contract manufacturing, and contract services, which
include product development services, laboratory services, and royalties on net
sales of certain products.

Net revenues for the three months ended March 31, 2021 were $54.5 million compared to $49.8 million for the same period in 2020, an increase of $4.7 million, or 9.5%, primarily as a result of the following factors:

Net revenues for generic pharmaceutical products were $33.0 million during the

three months ended March 31, 2021, a decrease of 12.0% compared to $37.5

million for the same period in 2020. Based upon an analysis of IQVIA/IMS data,

during the three months ended March 31, 2021, the total market for generic

prescriptions in the United States declined approximately 9% when compared to

the three months ended March 31, 2020. We believe that this overall decline in

prescription activity is principally due to the COVID-19 pandemic, and it

? negatively impacted the market for many of our generic pharmaceutical products.

The decrease in net revenues was also due in part to lower average selling

prices among generic products over the comparable periods and a shift in mix

towards generic products with lower average selling prices. From a product

perspective, the net decrease was driven by declines in sales of Ezetimibe

Simvastatin, Methazolamide, Miglustat, and Diphenoxylate, somewhat tempered by


   increased revenues from sales of Paliperidone ER and Erythromycin
   Ethylsuccinate ("EES").


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Net revenues for branded pharmaceutical products were $7.5 million during the

three months ended March 31, 2021, a decrease of 17.9% compared to $9.2 million

for the same period in 2020. The primary reasons for the decrease were lower

? unit sales of Inderal XL and InnoPran XL. These decreases were tempered by

increased sales of Casodex and Inderal LA. The decreases were primarily due to

a shift in mix towards branded products with lower average selling prices,


   which were tempered by an increase in average selling prices for certain
   products during the three months ended March 31, 2021.

Contract manufacturing revenues were $2.6 million during the three months ended

? March 31, 2021, an increase of 30.3% compared to $2.0 million for the same


   period in 2020, due to an increased volume of orders from contract
   manufacturing customers in the period.

Royalty and other revenues were $11.4 million during the three months ended

March 31, 2021, an increase of $10.3 million from $1.1 million for the same

? period in 2020, primarily due to the recognition of the final royalty related

to the Kite Pharma, Inc. license agreement pursuant to the Tripartite

Agreement.

Cost of Sales (Excluding Depreciation and Amortization)






                                                Three Months Ended March 31,
(in thousands)                                     2021                2020          Change      % Change
Cost of sales (excl. depreciation and
amortization)                                 $       19,985      $       21,804    $ (1,819)       (8.3) %




Cost of sales consists of direct labor, including manufacturing and packaging,
active and inactive pharmaceutical ingredients, freight costs, packaging
components, and royalties related to profit-sharing arrangements. Cost of sales
does not include depreciation and amortization expense, which is reported as a
separate component of operating expenses on our unaudited interim condensed
consolidated statements of operations.

For the three months ended March 31, 2021, cost of sales decreased to $20.0
million from $21.8 million for the same period in 2020, a decrease of $1.8
million, or 8.3%, primarily as a result of the non-recurrence of $2.7 million in
cost of sales representing the excess of fair value over cost for inventory
acquired in the Amerigen acquisition and subsequently sold during the three
months ended March 31, 2020. The decrease was tempered by a $0.5 million
increase related to an increase in sales of products subject to profit sharing
arrangements. Cost of sales as a percentage of net revenues decreased to 36.7%
during the three months ended March 31, 2021, from 38.4% during same period in
2020 (exclusive of $2.7 million cost of sales representing the excess of fair
value over cost for inventory acquired in the Amerigen acquisition and
subsequently sold during the comparable 2020 period), primarily as a result of
royalty revenue of $11.2 million with no associated cost of sales during the
three months ended March 31, 2021. This impact was significantly offset by the
impact from increased sales of generic products subject to profit sharing
arrangements, a decrease in average selling prices of generic products, and a
shift in mix towards generic and brand products with lower average selling
prices during the three months ended March 31, 2021.

During the three months ended March 31, 2021, we purchased approximately 11% of
our inventory from one supplier. As of March 31, 2021, our amount payable to
this supplier was immaterial. During the three months ended March 31, 2020, we
purchased 13% of our inventory from one supplier.



Other Operating Expenses




                                                Three Months Ended March 31,
(in thousands)                                     2021                2020          Change      % Change

Research and development                      $        2,968      $        6,344    $ (3,376)      (53.2) %
Selling, general, and administrative                  17,587              13,683        3,904        28.5 %
Depreciation and amortization                         10,898              11,183        (285)       (2.5) %
Cortrophin pre-launch charges                             38               4,602      (4,564)      (99.2) %
Total other operating expenses                $       31,491      $       35,812    $ (4,321)      (12.1) %




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Other operating expenses consist of research and development costs, selling, general, and administrative expenses, depreciation and amortization, and Cortrophin pre-launch charges.



For the three months ended March 31, 2021, other operating expenses decreased to
$31.5 million from $35.8 million for the same period in 2020, a decrease of $4.3
million, or 12.1%, primarily as a result of the following factors:

Research and development expenses decreased from $6.3 million to $3.0 million,

? a decrease of 53.2%, primarily due to the non-recurrence of the $3.8 million

in-process research and development expense from the Amerigen acquisition in

the first quarter 2020.

Selling, general, and administrative expenses increased from $13.7 million to

$17.6 million, an increase of $3.9 million, or 28.5%, primarily due to $2.9

? million of transaction expenses related to the pending Novitium acquisition

incurred in the three months ended March 31, 2021, increased pharmacovigilance

compliance costs in continued support of the expansion of our commercial

portfolio, and increased legal, insurance, and other professional fees.

? Depreciation and amortization decreased from $11.2 million to $10.9 million, a

decrease of 2.5%, primarily due to assets that became fully amortized in 2020.

As described in Note 13, Cortrophin Pre-Launch Charges, in the unaudited

interim condensed consolidated financial statements included in Part I, Item 1

? of this Quarterly Report on Form 10-Q quarterly, we recognized Cortrophin

pre-launch charges of $38 thousand in the three months ended March 31, 2021. We


   recognized Cortrophin pre-launch charges of $4.6 million in the three months
   ended March 31, 2020.


Other Expense, net




                                                Three Months Ended March 31,
(in thousands)                                    2021                 2020           Change     % Change
Interest expense, net                        $       (2,454)      $       (2,032)    $  (422)        20.8 %
Other (expense)/income, net                            (515)               

   10       (525)          NM (1)
Total other expense, net                     $       (2,969)      $       (2,022)    $  (947)        46.8 %




(1) Not Meaningful



For the three months ended March 31, 2021, we recognized other expense of $3.0
million versus other expense of $2.0 million for the same period in 2020, an
increase of $0.9 million. Interest expense, net for the three months ended March
31, 2021 and 2020 consists primarily of interest expense on borrowings under our
secured term loan ("Term Loan"), delayed draw term loan ("DDTL"), and line of
credit ("Revolver"). For the three months ended March 31, 2021 and 2020, there
was $26 thousand and $25 thousand of interest capitalized into construction

in
progress, respectively.

Benefit for Income Taxes




                               Three Months Ended March 31,
(in thousands)                 2021                  2020            Change      % Change
Benefit for income taxes    $       10        $            2,853    $ (2,843)      (99.6) %



Our provision for income taxes consists of current and deferred components, which include changes in our deferred tax assets, our deferred tax liabilities, and our valuation allowance.



For the three months ended March 31, 2021, we recognized an income tax benefit
of less than $0.1 million. The income tax benefit resulted from applying an
estimated annual worldwide effective tax rate of 27.7% to pre-tax consolidated
income of $0.1 million reported during the period, reduced by the net effects of
certain discrete items occurring in 2021

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which impact our income tax provision in the period in which they occur. There
were no material discrete items occurring during the three months ended March
31, 2021.

For the three months ended March 31, 2020, we recognized an income tax benefit
of $2.9 million. The income tax expense resulted from applying an estimated
annual worldwide effective tax rate of 29.7% to pre-tax consolidated loss of
$9.9 million reported during the period, reduced by the net effects of certain
discrete items occurring in 2020 which impact our income tax provision in the
period in which they occur. There were no material discrete items occurring
during the three months ended March 31, 2020.

LIQUIDITY AND CAPITAL RESOURCES

The following table highlights selected liquidity and working capital information from our balance sheets:






                                                  March 31,       December 31,
(in thousands)                                       2021             2020
Cash and cash equivalents                        $     25,073    $         7,864
Accounts receivable, net                               91,876             95,793
Inventories, net                                       59,927             60,803

Prepaid expenses and other current assets               5,922             

5,861


Total current assets                             $    182,798    $       

170,321



Current debt, net of deferred financing costs    $     14,438    $        13,243
Accounts payable                                       13,769             11,261
Accrued expenses and other                              2,381              2,456
Accrued royalties                                       5,310              6,407

Accrued compensation and related expenses               5,533             

6,231


Current income taxes payable, net                       3,659             

3,906
Accrued government rebates                              8,672              7,826
Returned goods reserve                                 28,944             27,155
Deferred revenue                                           62                 80
Total current liabilities                        $     82,768    $        78,565

On March 31, 2021, we had $25.1 million in unrestricted cash and cash equivalents. On December 31, 2020, we had $7.9 million in unrestricted cash and cash equivalents. We generated $20.7 million of cash from operations in the three months ended March 31, 2021.



We believe that our financial resources, consisting of current working capital,
anticipated future operating revenue and corresponding collections from
customers, and our revolving line of credit facility, under which $67.5 million
remains available for borrowing as of March 31, 2021, will be sufficient to
enable us to meet our working capital requirements and debt obligations for at
least the next 12 months.

The following table summarizes the net cash and cash equivalents provided by/(used in) by operating activities, investing activities, and financing activities for the periods indicated:






                           Three Months Ended March 31,
(in thousands)               2021                 2020
Operating Activities    $       20,668      $          1,710
Investing Activities    $        (737)      $       (57,546)
Financing Activities    $      (2,725)      $         13,891



Net Cash Provided by Operations



Net cash provided by operating activities was $20.7 million for the three months
ended March 31, 2021, compared to $1.7 million provided by operating activities
during the same period in 2020, an increase of $19.0 million. The increase

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was due to changes in working capital, including trade accounts receivable, and a reduction in net income/(loss) in the three months ended March 31, 2021 against the comparable 2020 period.

Net Cash Used in Investing Activities


Net cash used in investing activities for the three months ended March 31, 2021
was $0.7 million, principally due to $0.7 million of capital expenditures during
the period. Net cash used in investing activities for the three months ended
March 31, 2020 was $57.5 million, principally due to the January 2020
acquisition of 23 generic products and inventory and materials from Amerigen
Pharmaceuticals, Ltd. for $55.5 million and $1.5 million of capital expenditures
during the period.


Net Cash (Used In)/Provided by Financing Activities


Net cash used in financing activities was $2.7 million for the three months
ended March 31, 2021, principally due to $2.3 million of maturity payments on
the Term Loan and DDTL and $0.3 million of treasury stock purchased in relation
to restricted stock vests. Net cash provided by financing activities was $13.9
million for the three months ended March 31, 2020, principally due to $15.0
million in borrowings on the Revolver and $0.3 million of proceeds from stock
option exercises, partially offset by $0.9 million of payment on the Term Loan,
and $0.5 million of treasury stock purchased in relation to restricted stock
vests.

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES



This Management's Discussion and Analysis of Financial Condition and Results of
Operations is based on our unaudited interim condensed consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America ("U.S. GAAP"). The
preparation of financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amount of revenues and
expenses during the reporting period. In our consolidated financial statements,
estimates are used for, but not limited to, stock-based compensation, allowance
for doubtful accounts, accruals for chargebacks, government rebates, returns,
and other allowances, allowance for inventory obsolescence, valuation of
financial instruments and intangible assets, accruals for contingent
liabilities, fair value of long-lived assets, deferred taxes and valuation
allowance, and the depreciable lives of long-lived assets.

A summary of our significant accounting policies is included in Part II, Item 8.
Consolidated Financial Statements, Note 1, Description of Business and Summary
of Significant Accounting Policies, in our Annual Report on Form 10-K for
the year ended December 31, 2020. Certain of our accounting policies are
considered critical, as these policies require significant, difficult or complex
judgments by management, often requiring the use of estimates about the effects
of matters that are inherently uncertain. Such policies are summarized in Part
I, Item 7. "Management's Discussion and Analysis of Financial Condition and
Results of Operations" of our Annual Report on Form 10-K for the year ended
December 31, 2020.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS


A discussion of the recently issued accounting pronouncements is described in
Note 1, Business, Presentation, and Recent Accounting Pronouncements, in the
unaudited interim condensed consolidated financial statements included in
Part I, Item 1 of this Quarterly Report on Form 10-Q and is incorporated herein
by reference.

OFF-BALANCE SHEET ARRANGEMENTS

As of March 31, 2021, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated by the SEC.



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CONTRACTUAL OBLIGATIONS

As of March 31, 2021, our contractual obligations have not changed materially from the amounts reported in our most recent Annual Report on Form 10-K.

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