Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 30, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Emergent BioSolutions Inc. | |
Entity Central Index Key | 1,367,644 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 38,943,247 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 308,718 | $ 280,499 |
Accounts receivable | 57,037 | 58,834 |
Inventories | 80,070 | 65,674 |
Deferred tax assets, current portion, net | 1,483 | 1,710 |
Income tax receivable, net | 3,433 | 1,357 |
Prepaid expenses and other current assets | 22,749 | 24,101 |
Total current assets | 473,490 | 432,175 |
Property, plant and equipment, net | 327,643 | 313,979 |
In process research and development | 42,501 | 60,628 |
Intangible assets, net | 59,738 | 58,344 |
Goodwill | 52,585 | 52,585 |
Deferred tax assets, long-term portion, net | 13,747 | 12,764 |
Other assets | 6,844 | 8,216 |
Total assets | 976,548 | 938,691 |
Current liabilities: | ||
Accounts payable | 41,248 | 40,930 |
Accrued expenses and other current liabilities | 4,214 | 6,274 |
Accrued compensation | 30,089 | 31,654 |
Contingent consideration, current portion | 2,490 | 6,487 |
Provision for chargebacks | 1,950 | 2,246 |
Deferred revenue | 8,734 | 5,345 |
Total current liabilities | 88,725 | 92,936 |
Contingent consideration, net of current portion | 22,271 | 34,599 |
Long-term indebtedness | 253,000 | 251,000 |
Deferred revenue, net of current portion | 5,987 | 5,713 |
Other liabilities | 1,253 | 1,242 |
Total liabilities | $ 371,236 | $ 385,490 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 15,000,000 shares authorized, 0 shares issued and outstanding at both September 30, 2015 and December 31, 2014 | $ 0 | $ 0 |
Common stock, $0.001 par value; 100,000,000 shares authorized, 39,305,269 shares issued and 38,885,080 shares outstanding at September 30, 2015; 38,129,872 shares issued and 37,709,683 shares outstanding at December 31, 2014 | 39 | 38 |
Treasury stock, at cost, 420,189 common shares at both September 30, 2015 and December 31, 2014 | (6,320) | (6,320) |
Additional paid-in capital | 297,953 | 274,222 |
Accumulated other comprehensive loss | (4,152) | (3,008) |
Retained earnings | 317,792 | 288,269 |
Total stockholders' equity | 605,312 | 553,201 |
Total liabilities and stockholders' equity | $ 976,548 | $ 938,691 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 39,305,269 | 38,129,872 |
Common stock, shares outstanding (in shares) | 38,885,080 | 37,709,683 |
Treasury stock ( in shares) | 420,189 | 420,189 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues: | ||||
Product sales | $ 123,953 | $ 84,457 | $ 224,267 | $ 198,493 |
Contract manufacturing | 11,341 | 9,433 | 32,443 | 21,346 |
Contracts, grants and collaborations | 29,646 | 44,064 | 97,975 | 82,324 |
Total revenues | 164,940 | 137,954 | 354,685 | 302,163 |
Operating expenses: | ||||
Cost of product sales and contract manufacturing | 38,511 | 32,423 | 84,525 | 85,927 |
Research and development | 41,868 | 44,207 | 121,511 | 111,864 |
Selling, general and administrative | 31,556 | 30,292 | 102,502 | 90,936 |
Income from operations | 53,005 | 31,032 | 46,147 | 13,436 |
Other income (expense): | ||||
Interest income | 104 | 59 | 459 | 130 |
Interest expense | (1,635) | (1,810) | (4,923) | (7,066) |
Other income, net | 602 | 420 | 205 | 2,254 |
Total other expense, net | (929) | (1,331) | (4,259) | (4,682) |
Income before provision for income taxes | 52,076 | 29,701 | 41,888 | 8,754 |
Provision for income taxes | 15,134 | 7,869 | 12,365 | 2,129 |
Net income | $ 36,942 | $ 21,832 | $ 29,523 | $ 6,625 |
Net income per share - basic | $ 0.95 | $ 0.58 | $ 0.77 | $ 0.18 |
Net income per share-diluted | $ 0.79 | $ 0.49 | $ 0.69 | $ 0.17 |
Weighted-average number of shares - basic (in shares) | 38,831,341 | 37,507,220 | 38,423,715 | 37,261,357 |
Weighted-average number of shares - diluted (in shares) | 47,784,550 | 46,557,163 | 46,958,179 | 37,885,194 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Consolidated Statements of Comprehensive Income (Unaudited) [Abstract] | ||||
Net income | $ 36,942 | $ 21,832 | $ 29,523 | $ 6,625 |
Foreign currency translations, net of tax | (495) | (559) | (1,144) | (345) |
Comprehensive income | $ 36,447 | $ 21,273 | $ 28,379 | $ 6,280 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 29,523 | $ 6,625 |
Adjustments to reconcile to net cash provided by (used in) operating activities: | ||
Stock-based compensation expense | 11,802 | 9,454 |
Depreciation and amortization | 25,859 | 24,286 |
Income taxes | 15,904 | 1,817 |
Change in fair value of contingent consideration | (10,898) | 3,216 |
Write off of debt issuance costs | 0 | 1,831 |
Impairment of in-process research and development | 9,827 | 0 |
Excess tax benefits from stock-based compensation | (8,002) | (5,566) |
Other | 197 | 541 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,749 | 36,106 |
Inventories | (14,396) | 4,729 |
Income taxes | (22,707) | (4,447) |
Prepaid expenses and other assets | 1,010 | (10,845) |
Accounts payable | 1,902 | (11,176) |
Accrued expenses and other liabilities | (2,060) | 1,026 |
Accrued compensation | (1,688) | (208) |
Provision for chargebacks | (296) | (308) |
Deferred revenue | 3,663 | 3,416 |
Net cash provided by operating activities | 41,389 | 60,497 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (33,631) | (14,621) |
Acquisition of Cangene Corporation, net of acquired cash | 0 | (178,167) |
Net cash used in investing activities | (33,631) | (192,788) |
Cash flows from financing activities: | ||
Proceeds from convertible debenture, net of debt issuance costs | 0 | 241,654 |
Proceeds from other long-term debt obligations | 2,000 | 1,000 |
Issuance of common stock upon exercise of stock options | 15,902 | 10,656 |
Excess tax benefits from stock-based compensation | 8,002 | 5,566 |
Principal payments on long-term indebtedness | 0 | (62,000) |
Contingent obligation payments | (5,427) | (1,691) |
Net cash provided by financing activities | 20,477 | 195,185 |
Effect of exchange rate changes on cash and cash equivalents | (16) | 17 |
Net increase in cash and cash equivalents | 28,219 | 62,911 |
Cash and cash equivalents at beginning of period | 280,499 | 179,338 |
Cash and cash equivalents at end of period | $ 308,718 | $ 242,249 |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2015 | |
Summary of significant accounting policies [Abstract] | |
Summary of significant accounting policies | 1. Summary of significant accounting policies Basis of presentation and consolidation The accompanying unaudited consolidated financial statements include the accounts of Emergent BioSolutions Inc. (the "Company" or "Emergent") and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The unaudited consolidated financial statements included herein have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the SEC. In the opinion of the Company's management, any adjustments contained in the accompanying unaudited consolidated financial statements are of a normal recurring nature, and are necessary to present fairly the financial position of the Company as of September 30, 2015; the results of operations and comprehensive income for the three and nine months ended September 30, 2015 and 2014; and cash flows for the nine months ended September 30, 2015 and 2014. Interim results are not necessarily indicative of results that may be expected for any other interim period or for an entire year. During the nine months ended September 30, 2015, there have been no significant changes to the Company's summary of significant accounting policies contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the SEC. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Acquisitions [Abstract] | |
Acquisitions | 2. EV-035 series of molecules On December 17, 2014, the Company acquired the EV-035 series of molecules from Evolva Holding SA ("Evolva") for $1.5 million in cash along with contingent value right obligations to Evolva. The EV-035 series is a group of novel small molecule broad spectrum antibiotics of the 4-oxoquinolizine class and targets bacterial type IIa topoisomerase. The lead molecule in the series, GC-072, had demonstrated protection in vivo B. pseudomallei B. pseudomallei B. pseudomallei The contingent value rights to Evolva are based on the novation of the DTRA contract ($4.0 million) along with the achievement of certain development ($15.0 million) and regulatory filing ($50.0 million) milestones. In addition, the Company is required to make sales-based royalty payments of between 5% - 10% through December 2036, based on levels of annual net sales. During the first half of 2015, based on facts that existed at the date of acquisition, the Company obtained additional information and analysis and recast the fair value of the total purchase consideration transferred to Evolva via a measurement period adjustment, as follows. (in thousands) Purchase Price Measurement Period Adjustment Recast Purchase Price Amount of cash paid to Evolva Holding SA $ 1,500 $ - $ 1,500 Fair value of contingent consideration 28,200 (6,571 ) 21,629 Total purchase price $ 29,700 $ (6,571 ) $ 23,129 In conjunction with the revision to the total purchase price and based on this same information and analysis, the Company has recast its estimates of the fair value of the in-process research and development ("IPR&D") asset attributed to the EV-035 series of molecules, via a measurement period adjustment through June 30, 2015. The table below summarizes the recast allocation of the purchase price based upon fair values of assets acquired. (in thousands) Purchase Price Allocation Measurement Period Adjustment Recast Purchase Price Allocation Acquired in-process research and development assets $ 27,700 $ (17,172 ) $ 10,528 Goodwill 2,000 10,601 12,601 Total purchase price $ 29,700 $ (6,571 ) $ 23,129 The recast fair value was determined using the income approach, which discounts expected future cash flows to present value. The Company estimated the fair value using a discount rate of 12%. The Company believes this rate is comparable to the estimated internal rate of return for the acquisition and represents the rate that market participants would use to value this IPR&D asset. The projected cash flows for EV-035 series of molecules were based on key assumptions including: estimates of revenues and operating profits considering its stage of development on the acquisition date; the time and resources needed to complete the development and approval of the product candidate; the life of the potential commercialized product and associated risks, including the inherent difficulties and uncertainties in developing a product candidate, such as obtaining marketing approval from the U.S. Food and Drug Administration ("FDA") and other regulatory agencies; and risks related to the viability of and potential for alternative treatments in any future target markets. IPR&D assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. The Company recorded approximately $12.6 million in goodwill related to the EV-035 series of molecules, representing the purchase price paid in excess of the fair value of the IPR&D assets acquired. None of the goodwill generated is expected to be deductible for tax purposes. The Company has recast, in this filing, the historical December 31, 2014 balance sheet line items for in-process research and development, goodwill and contingent consideration. (in thousands) Balance as of December 31, 2014 EV-035 Purchase Price Adjustments Adjusted Balance as of December 31, 2014 Assets: In-process research and development $ 77,800 $ (17,172 ) $ 60,628 Goodwill 41,984 10,601 52,585 Total assets $ 119,784 $ (6,571 ) $ 113,213 Liabilities: Contingent consideration, net of current portion $ 41,170 $ (6,571 ) $ 34,599 Total liabilities $ 41,170 $ (6,571 ) $ 34,599 In addition, the Company has reflected the impact of the above adjustments to the disclosures in Notes 3 and 6. In September 2015, the Company received data for the leading molecule in the series, GC-072, that indicated a potential toxicity issue. The Company considered this information an indicator of impairment of the related EV-035 series of molecules IPR&D asset, and completed an impairment assessment of this asset. As a result of the impairment of the EV-035 series of molecules IPR&D asset, the Company also performed an interim qualitative impairment assessment of the Biodefense vaccines and therapeutics reporting unit, which contains $22.0 million of the goodwill reported on the Company's consolidated balance sheets as of September 30, 2015. Based on the assessment, the Company concluded that the goodwill was not impaired. The fair value of contingent consideration obligations are based on management's assessment of certain development and regulatory milestones, along with updates in the assumed achievement of potential future net sales for the EV-035 series of molecules, which are inputs that have no observable market (Level 3). For the three and nine months ended September 30, 2015, the contingent consideration obligation decreased by $9.9 million and $9.5 million, respectively. These changes are primarily due to the estimated timing and probability of success for certain development and regulatory milestones and the estimated timing and volume of potential future sales of EV-035. For both the three and nine months ended September 30, 2015, $3.2 million of the adjustment was recorded in the Company's statement of operations as a reduction in selling, general and administrative expense. For the three and nine months ended September 30, 2015, $6.7 million and $6.3 million, respectively, of the adjustment was recorded in the Company's statement of operations as a reduction in research and development expense. During the nine months ended September 30, 2015, the Company received novation of the DTRA contract and paid the $4.0 million milestone to Evolva in the second quarter of 2015. |
Fair value measurements
Fair value measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair value measurements [Abstract] | |
Fair value measurements | 3. Fair value measurements The following table represents the Company's fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis: September 30, 2015 (in thousands) Level 1 Level 2 Level 3 Total Assets: Investment in money market funds (1) $ 207,076 $ - $ - $ 207,076 Total assets $ 207,076 $ - $ - $ 207,076 Liabilities: Contingent consideration $ - $ - $ 24,761 $ 24,761 Total liabilities $ - $ - $ 24,761 $ 24,761 December 31, 2014 (in thousands) Level 1 Level 2 Level 3 Total Assets: Investment in money market funds (1) $ 111,912 $ - $ - $ 111,912 Total assets $ 111,912 $ - $ - $ 111,912 Liabilities: Contingent consideration $ - $ - $ 41,086 $ 41,086 Total liabilities $ - $ - $ 41,086 $ 41,086 (1) Included in cash and cash equivalents in the accompanying consolidated balance sheets. During the nine months ended September 30, 2015, the Company did not have any transfers between Level 1 and Level 2 assets or liabilities. In addition to the contingent obligations to Evolva, the fair value of contingent consideration obligations changes as a result of management's assessment of adjustments to the discount rates and updates in the assumed and actual achievement of future net sales for RSDL and HepaGam B, which are inputs that have no observable market (Level 3). For the three and nine months ended September 30, 2015, the contingent purchase consideration obligations decreased by $1.8 million and $1.4 million, respectively. For the three and nine months ended September 30, 2014, the contingent purchase consideration obligations increased by $1.6 million and $3.2 million, respectively. The decreases and increases are primarily due to an adjustment to the actual and expected timing and volume of RSDL and HepaGam B sales. These changes are classified in the Company's statement of operations as cost of product sales and contract manufacturing. The following table is a reconciliation of the beginning and ending balance of the liabilities measured at fair value using significant unobservable inputs (Level 3) during the nine months ended September 30, 2015: (in thousands) Balance at December 31, 2014 $ 41,086 Income included in earnings (10,898 ) Settlements (5,427 ) Purchases, sales and issuances - Transfers in/(out) of Level 3 - Balance at September 30, 2015 $ 24,761 Separate disclosure is required for assets and liabilities measured at fair value on a recurring basis from those measured at fair value on a non-recurring basis. As of September 30, 2015, the EV-035 series of molecules IPR&D asset was measured at fair value on a non-recurring basis due to the toxicity issue. As of September 30, 2014, the assets acquired and liabilities assumed as part of the February 2014 acquisition of Cangene Corporation were measured at fair value on a non-recurring basis. |
MorphoSys Collaboration Agreeme
MorphoSys Collaboration Agreement | 9 Months Ended |
Sep. 30, 2015 | |
Morphosys Collaboration Agreement [Abstract] | |
Morphosys Collaboration Agreements | 4. MorphoSys collaboration agreement In August 2014, the Company entered into a collaboration agreement ("MorphoSys Agreement") with MorphoSys AG ("MorphoSys") for the joint worldwide development and commercialization of MOR209/ES414, a targeted immunotherapeutic protein, which activates host T-cell immunity specifically against cancer cells expressing prostate specific membrane antigen, an antigen commonly overexpressed on prostate cancer cells. MOR209/ES414 was constructed using the Company's proprietary ADAPTIR technology platform. The collaboration provides for sharing of development and clinical costs, with the Company responsible for 36% of such costs and MorphoSys responsible for the remainder. For the three and nine months ended September 30, 2015, the Company has recorded a reduction to research and development expense of $1.0 million and $3.7 million, respectively, for the reimbursement of amounts greater than 36% of the total costs incurred for the periods. For the three and nine months ended September 30, 2014, the Company has recorded a reduction to research and development expense of $0.5 million. During the nine months ended September 30, 2015, the Company received a $5.0 million milestone payment from MorphoSys reflecting the initiation of a Phase I clinical study to evaluate the safety, tolerability, and clinical activity of MOR209/ES414 in patients with metastatic castration-resistant prostate cancer. The Company recorded this payment in contracts, grants and collaborations revenue within the Company's statement of operations. As of September 30, 2015, accounts receivable related to the MorphoSys Agreement were $2.0 million. As of September 30, 2015, deferred revenue related to the MorphoSys Agreement consisted of $0.8 million and $3.1 million of current and long-term deferred revenue, respectively. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2015 | |
Inventories [Abstract] | |
Inventories | 5. Inventories Inventories consisted of the following: September 30, December 31, (in thousands) 2015 2014 Raw materials and supplies $ 21,124 $ 17,375 Work-in-process 34,323 33,477 Finished goods 24,623 14,822 Total inventories $ 80,070 $ 65,674 |
Intangible assets, in-process r
Intangible assets, in-process research and development and goodwill | 9 Months Ended |
Sep. 30, 2015 | |
Intangible assets, in-process research and development and goodwill [Abstract] | |
Intangible assets, in-process research and development and goodwill | 6. Intangible assets, in-process research and development and goodwill On April 29, 2015, the FDA approved IXINITY for the treatment of Hemophilia B. As a result of the approval, the $8.3 million IXINITY IPR&D asset Intangible assets consisted of the following: Biosciences Biodefense (in thousands) Segment Segment Total Cost basis Balance at December 31, 2014 $ 19,500 $ 48,799 $ 68,299 Additions 8,300 - 8,300 Balance at September 30, 2015 $ 27,800 $ 48,799 $ 76,599 Accumulated amortization Balance at December 31, 2014 $ (2,135 ) $ (7,820 ) $ (9,955 ) Amortization (2,228 ) (4,678 ) (6,906 ) Balance at September 30, 2015 $ (4,363 ) $ (12,498 ) $ (16,861 ) Net balance at September 30, 2015 $ 23,437 $ 36,301 $ 59,738 Amortization expense consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2015 2014 2015 2014 Biosciences segment $ 832 $ 620 $ 2,228 $ 1,548 Biodefense segment 1,533 1,595 4,678 4,536 Total amortization expense $ 2,365 $ 2,215 $ 6,906 $ 6,084 As of September 30, 2015, the weighted average amortization period remaining for intangible assets in the Biosciences and Biodefense segments was 93 and 90 months, respectively. The following table is a summary of changes in goodwill: (in thousands) Biosciences therapeutics Biosciences contract manufacturing Biodefense vaccines and therapeutics Biodefense medical device Total Cost Basis Balance at December 31, 2014 $ 13,902 $ 6,736 $ 22,031 $ 9,916 $ 52,585 Additions - - - - - Balance at September 30, 2015 $ 13,902 $ 6,736 $ 22,031 $ 9,916 $ 52,585 |
Equity awards
Equity awards | 9 Months Ended |
Sep. 30, 2015 | |
Equity awards [Abstract] | |
Equity awards | 7. Equity awards As of September 30, 2015, the Company had two stock-based employee compensation plans, the Third Amended and Restated Emergent BioSolutions Inc. 2006 Stock Incentive Plan (the "2006 Plan") and the Emergent BioSolutions Employee Stock Option Plan (the "2004 Plan") (together, the "Emergent Plans"). The following is a summary of stock option award activity under the Emergent Plans: 2006 Plan 2004 Plan Number of Shares Weighted-Average Exercise Price Number of Shares Weighted-Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2014 3,837,993 $ 20.04 43,156 $ 10.28 $ 29,181,534 Granted 690,221 29.03 - - Exercised (867,486 ) 17.44 (13,457 ) 10.28 Forfeited (147,287 ) 23.95 - - Outstanding at September 30, 2015 3,513,441 $ 22.27 29,699 $ 10.28 $ 22,745,170 Exercisable at September 30, 2015 1,908,456 $ 19.16 29,699 $ 10.28 $ 18,343,578 The following is a summary of restricted stock unit award activity under the 2006 Plan: Number of Shares Weighted-Average Grant Price Aggregate Intrinsic Value Outstanding at December 31, 2014 927,356 $ 22.44 $ 25,251,904 Granted 468,591 29.56 Vested (407,354 ) 20.66 Forfeited (62,481 ) 25.02 Outstanding at September 30, 2015 926,112 $ 26.65 $ 26,384,931 |
Earnings per share
Earnings per share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings per share [Abstract] | |
Earnings per share | 8. Earnings per share For the three and nine months ended September 30, 2015 and 2014, basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. For the three and nine months ended September 30, 2015 and 2014, diluted earnings per share is computed using the if-converted method by dividing the adjusted net income by the weighted average number of shares of common stock outstanding during the period. The adjusted net income is adjusted for interest expense and amortization of debt issuance cost, both net of tax, associated with the Company's 2.875% Convertible Senior Notes due 2021 ("Notes"). The weighted average number of diluted shares is adjusted for the potential dilutive effect of the exercise of stock options and the vesting of restricted stock units along with the assumption of the conversion of the convertible obligations, at the beginning of the period. The following table presents the calculation of basic and diluted net income per share: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except share and per share data) 2015 2014 2015 2014 Numerator: Net income $ 36,942 $ 21,832 $ 29,523 $ 6,625 Interest expense, net of tax 786 917 2,378 - Amortization of debt issuance costs, net of tax 215 203 671 - Adjusted net income $ 37,943 $ 22,952 $ 32,572 $ 6,625 Denominator: Weighted-average number of shares—basic 38,831,341 37,507,220 38,423,715 37,261,357 Dilutive securities—equity awards 1,232,684 954,639 813,939 623,837 Dilutive securities—convertible debt 7,720,525 8,095,304 7,720,525 - Weighted-average number of shares—diluted 47,784,550 46,557,163 46,958,179 37,885,194 Net income per share-basic $ 0.95 $ 0.58 $ 0.77 $ 0.18 Net income per share-diluted $ 0.79 $ 0.49 $ 0.69 $ 0.17 For the three and nine months ended September 30, 2015, substantially all of the outstanding stock options to purchase shares of common stock were included in the calculation of diluted earnings per share. For the three months ended September 30, 2014, approximately 1.5 million stock options were excluded from the calculation of diluted earnings per share. For the nine months ended September 30, 2014, there were no adjustments to adjusted net income or dilutive securities associated with the Company's Notes as such adjustments would have been anti-dilutive. For the nine months ended September 30, 2014, outstanding stock options to purchase approximately 1.5 million shares of common stock, along with 8.1 million shares related to the Company's Notes, were excluded from the calculation of diluted earnings per share. |
Segment information
Segment information | 9 Months Ended |
Sep. 30, 2015 | |
Segment information [Abstract] | |
Segment information | 9. Segment information For financial reporting purposes, the Company reports financial information for two business segments: Biodefense and Biosciences. The Company's two business segments, or divisions, engage in business activities for which discrete financial information is provided to and resources are allocated by the chief operating decision maker. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. The Company's reportable segments offer different products, product candidates, manufacturing processes and services, development processes, sales and marketing processes, and are managed separately. The Biodefense division is a specialty biopharmaceutical business focused on countermeasures that address Chemical, Biological, Radiological, Nuclear and Explosive threats, as well as intentional and naturally occurring emerging infectious diseases and consists of two business units: vaccines and therapeutics, and medical devices. is a specialty biopharmaceutical business focused on therapeutics and vaccines in hematology/oncology, transplantation, infectious diseases and autoimmunity Reportable Segments (in thousands) Biodefense Biosciences All Other Total Three Months Ended September 30, 2015 External revenue $ 147,016 $ 17,924 $ - $ 164,940 Net income (loss) 50,208 (11,241 ) (2,025 ) 36,942 Three Months Ended September 30, 2014 External revenue $ 104,130 $ 33,824 $ - $ 137,954 Net income (loss) 25,182 (496 ) (2,854 ) 21,832 Nine Months Ended September 30, 2015 External revenue $ 300,819 $ 53,866 $ - $ 354,685 Net income (loss) 74,263 (38,560 ) (6,180 ) 29,523 Nine Months Ended September 30, 2014 External revenue $ 243,162 $ 59,001 $ - $ 302,163 Net income (loss) 56,305 (43,321 ) (6,359 ) 6,625 On March 25, 2015, the Company received FDA approval of Anthrasil and recorded a $7.0 million milestone payment from the U.S. government, which is recorded as product sales revenue in the Company's Biodefense segment. |
Summary of significant accoun16
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Summary of significant accounting policies [Abstract] | |
Basis of presentation and consolidation | Basis of presentation and consolidation The accompanying unaudited consolidated financial statements include the accounts of Emergent BioSolutions Inc. (the "Company" or "Emergent") and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The unaudited consolidated financial statements included herein have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the SEC. In the opinion of the Company's management, any adjustments contained in the accompanying unaudited consolidated financial statements are of a normal recurring nature, and are necessary to present fairly the financial position of the Company as of September 30, 2015; the results of operations and comprehensive income for the three and nine months ended September 30, 2015 and 2014; and cash flows for the nine months ended September 30, 2015 and 2014. Interim results are not necessarily indicative of results that may be expected for any other interim period or for an entire year. During the nine months ended September 30, 2015, there have been no significant changes to the Company's summary of significant accounting policies contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the SEC. |
Acquisitions (Tables)
Acquisitions (Tables) - EV 035 [Member] | 9 Months Ended |
Sep. 30, 2015 | |
Business Acquisition [Line Items] | |
Preliminary Purchase Price | During the first half of 2015, based on facts that existed at the date of acquisition, the Company obtained additional information and analysis and recast the fair value of the total purchase consideration transferred to Evolva via a measurement period adjustment, as follows. (in thousands) Purchase Price Measurement Period Adjustment Recast Purchase Price Amount of cash paid to Evolva Holding SA $ 1,500 $ - $ 1,500 Fair value of contingent consideration 28,200 (6,571 ) 21,629 Total purchase price $ 29,700 $ (6,571 ) $ 23,129 |
Purchase Price Allocation | In conjunction with the revision to the total purchase price and based on this same information and analysis, the Company has recast its estimates of the fair value of the in-process research and development ("IPR&D") asset attributed to the EV-035 series of molecules, via a measurement period adjustment through June 30, 2015. The table below summarizes the recast allocation of the purchase price based upon fair values of assets acquired. (in thousands) Purchase Price Allocation Measurement Period Adjustment Recast Purchase Price Allocation Acquired in-process research and development assets $ 27,700 $ (17,172 ) $ 10,528 Goodwill 2,000 10,601 12,601 Total purchase price $ 29,700 $ (6,571 ) $ 23,129 |
Fair value measurements (Tables
Fair value measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair value measurements [Abstract] | |
Fair Value Hierarchy for Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table represents the Company's fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis: September 30, 2015 (in thousands) Level 1 Level 2 Level 3 Total Assets: Investment in money market funds (1) $ 207,076 $ - $ - $ 207,076 Total assets $ 207,076 $ - $ - $ 207,076 Liabilities: Contingent consideration $ - $ - $ 24,761 $ 24,761 Total liabilities $ - $ - $ 24,761 $ 24,761 December 31, 2014 (in thousands) Level 1 Level 2 Level 3 Total Assets: Investment in money market funds (1) $ 111,912 $ - $ - $ 111,912 Total assets $ 111,912 $ - $ - $ 111,912 Liabilities: Contingent consideration $ - $ - $ 41,086 $ 41,086 Total liabilities $ - $ - $ 41,086 $ 41,086 (1) Included in cash and cash equivalents in the accompanying consolidated balance sheets. |
Reconciliation of Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) | The following table is a reconciliation of the beginning and ending balance of the liabilities measured at fair value using significant unobservable inputs (Level 3) during the nine months ended September 30, 2015: (in thousands) Balance at December 31, 2014 $ 41,086 Income included in earnings (10,898 ) Settlements (5,427 ) Purchases, sales and issuances - Transfers in/(out) of Level 3 - Balance at September 30, 2015 $ 24,761 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventories [Abstract] | |
Inventories | Inventories consisted of the following: September 30, December 31, (in thousands) 2015 2014 Raw materials and supplies $ 21,124 $ 17,375 Work-in-process 34,323 33,477 Finished goods 24,623 14,822 Total inventories $ 80,070 $ 65,674 |
Intangible assets, in-process20
Intangible assets, in-process research and development and goodwill (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Intangible assets, in-process research and development and goodwill [Abstract] | |
Intangible Assets | Intangible assets consisted of the following: Biosciences Biodefense (in thousands) Segment Segment Total Cost basis Balance at December 31, 2014 $ 19,500 $ 48,799 $ 68,299 Additions 8,300 - 8,300 Balance at September 30, 2015 $ 27,800 $ 48,799 $ 76,599 Accumulated amortization Balance at December 31, 2014 $ (2,135 ) $ (7,820 ) $ (9,955 ) Amortization (2,228 ) (4,678 ) (6,906 ) Balance at September 30, 2015 $ (4,363 ) $ (12,498 ) $ (16,861 ) Net balance at September 30, 2015 $ 23,437 $ 36,301 $ 59,738 |
Finite-lived Intangible Assets Amortization Expense | Amortization expense consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2015 2014 2015 2014 Biosciences segment $ 832 $ 620 $ 2,228 $ 1,548 Biodefense segment 1,533 1,595 4,678 4,536 Total amortization expense $ 2,365 $ 2,215 $ 6,906 $ 6,084 As of September 30, 2015, the weighted average amortization period remaining for intangible assets in the Biosciences and Biodefense segments was 93 and 90 months, respectively. |
Goodwill | The following table is a summary of changes in goodwill: (in thousands) Biosciences therapeutics Biosciences contract manufacturing Biodefense vaccines and therapeutics Biodefense medical device Total Cost Basis Balance at December 31, 2014 $ 13,902 $ 6,736 $ 22,031 $ 9,916 $ 52,585 Additions - - - - - Balance at September 30, 2015 $ 13,902 $ 6,736 $ 22,031 $ 9,916 $ 52,585 |
Equity awards (Tables)
Equity awards (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity awards [Abstract] | |
Option Award Activity | The following is a summary of stock option award activity under the Emergent Plans: 2006 Plan 2004 Plan Number of Shares Weighted-Average Exercise Price Number of Shares Weighted-Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2014 3,837,993 $ 20.04 43,156 $ 10.28 $ 29,181,534 Granted 690,221 29.03 - - Exercised (867,486 ) 17.44 (13,457 ) 10.28 Forfeited (147,287 ) 23.95 - - Outstanding at September 30, 2015 3,513,441 $ 22.27 29,699 $ 10.28 $ 22,745,170 Exercisable at September 30, 2015 1,908,456 $ 19.16 29,699 $ 10.28 $ 18,343,578 |
Restricted Stock Units Activity | The following is a summary of restricted stock unit award activity under the 2006 Plan: Number of Shares Weighted-Average Grant Price Aggregate Intrinsic Value Outstanding at December 31, 2014 927,356 $ 22.44 $ 25,251,904 Granted 468,591 29.56 Vested (407,354 ) 20.66 Forfeited (62,481 ) 25.02 Outstanding at September 30, 2015 926,112 $ 26.65 $ 26,384,931 |
Earnings per share (Tables)
Earnings per share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings per share [Abstract] | |
Summary of Basic and Diluted Net Income (Loss) per Share | The following table presents the calculation of basic and diluted net income per share: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except share and per share data) 2015 2014 2015 2014 Numerator: Net income $ 36,942 $ 21,832 $ 29,523 $ 6,625 Interest expense, net of tax 786 917 2,378 - Amortization of debt issuance costs, net of tax 215 203 671 - Adjusted net income $ 37,943 $ 22,952 $ 32,572 $ 6,625 Denominator: Weighted-average number of shares—basic 38,831,341 37,507,220 38,423,715 37,261,357 Dilutive securities—equity awards 1,232,684 954,639 813,939 623,837 Dilutive securities—convertible debt 7,720,525 8,095,304 7,720,525 - Weighted-average number of shares—diluted 47,784,550 46,557,163 46,958,179 37,885,194 Net income per share-basic $ 0.95 $ 0.58 $ 0.77 $ 0.18 Net income per share-diluted $ 0.79 $ 0.49 $ 0.69 $ 0.17 |
Segment information (Tables)
Segment information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment information [Abstract] | |
Segment Information | The Biodefense division is a specialty biopharmaceutical business focused on countermeasures that address Chemical, Biological, Radiological, Nuclear and Explosive threats, as well as intentional and naturally occurring emerging infectious diseases and consists of two business units: vaccines and therapeutics, and medical devices. is a specialty biopharmaceutical business focused on therapeutics and vaccines in hematology/oncology, transplantation, infectious diseases and autoimmunity Reportable Segments (in thousands) Biodefense Biosciences All Other Total Three Months Ended September 30, 2015 External revenue $ 147,016 $ 17,924 $ - $ 164,940 Net income (loss) 50,208 (11,241 ) (2,025 ) 36,942 Three Months Ended September 30, 2014 External revenue $ 104,130 $ 33,824 $ - $ 137,954 Net income (loss) 25,182 (496 ) (2,854 ) 21,832 Nine Months Ended September 30, 2015 External revenue $ 300,819 $ 53,866 $ - $ 354,685 Net income (loss) 74,263 (38,560 ) (6,180 ) 29,523 Nine Months Ended September 30, 2014 External revenue $ 243,162 $ 59,001 $ - $ 302,163 Net income (loss) 56,305 (43,321 ) (6,359 ) 6,625 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Dec. 17, 2014 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Estimated Purchase Price [Abstract] | |||||
Goodwill | $ 52,585 | $ 52,585 | $ 52,585 | ||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 9,827 | $ 0 | |||
Net book value of intangible assets | 59,738 | 59,738 | |||
EV 035 [Member] | |||||
Estimated Purchase Price [Abstract] | |||||
Amount of cash paid to Evolva Holdings SA | $ 1,500 | ||||
Contingent purchase consideration | 21,629 | ||||
Acquired intangible assets | 10,528 | ||||
Goodwill | 12,601 | ||||
Total purchase price | $ 23,129 | ||||
Present value discount rate (in hundredths) | 12.00% | ||||
DTRA contract revenues | $ 15,000 | ||||
Contingent value rights based on the novation of the contract | 4,000 | ||||
Contingent value rights based on the achievement of certain development | 15,000 | ||||
Contingent value rights based on the regulatory filing milestones | 50,000 | ||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 9,800 | ||||
Net book value of intangible assets | 700 | 700 | |||
Change In Fair Value Of Contingent Obligations | (9,900) | (9,500) | |||
EV 035 [Member] | Preliminary Purchase Price [Member] | |||||
Estimated Purchase Price [Abstract] | |||||
Amount of cash paid to Evolva Holdings SA | 1,500 | ||||
Contingent purchase consideration | 28,200 | ||||
Total purchase price | 29,700 | ||||
EV 035 [Member] | Preliminary Allocation [Member] | |||||
Estimated Purchase Price [Abstract] | |||||
Acquired intangible assets | 27,700 | ||||
Goodwill | 2,000 | ||||
Total purchase price | 29,700 | ||||
EV 035 [Member] | Measurement Period Adjustment [Member] | |||||
Estimated Purchase Price [Abstract] | |||||
Amount of cash paid to Evolva Holdings SA | 0 | ||||
Contingent purchase consideration | (6,571) | ||||
Acquired intangible assets | (17,172) | ||||
Goodwill | 10,601 | ||||
Total purchase price | $ (6,571) | ||||
EV 035 [Member] | Minimum [Member] | |||||
Estimated Purchase Price [Abstract] | |||||
Sales-based royalty payments | 5.00% | ||||
EV 035 [Member] | Maximum [Member] | |||||
Estimated Purchase Price [Abstract] | |||||
Sales-based royalty payments | 10.00% | ||||
EV-035 Selling, General and Administrative Member [Member] | |||||
Estimated Purchase Price [Abstract] | |||||
Change In Fair Value Of Contingent Obligations | (3,200) | (3,200) | |||
EV-035 Research and Development [Member] | |||||
Estimated Purchase Price [Abstract] | |||||
Change In Fair Value Of Contingent Obligations | $ (6,700) | $ (6,300) |
Fair value measurements (Detail
Fair value measurements (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | ||
Unobservable Input Reconciliation [Roll Forward] | ||||||
Balance, beginning of period | $ 41,086,000 | |||||
Expense included in earnings | (10,898,000) | |||||
Settlements | (5,427,000) | |||||
Purchases, sales and issuances | 0 | |||||
Transfers in/(out) of Level 3 | 0 | |||||
Balance, end of period | $ 24,761,000 | 24,761,000 | ||||
RSDL and HepaGam [Member] | ||||||
Unobservable Input Reconciliation [Roll Forward] | ||||||
Change in fair value of contingent obligations | (1,786,000) | $ 1,600,000 | (1,400,000) | $ 3,200,000 | ||
Fair Value, Measurements, Recurring [Member] | ||||||
Assets: | ||||||
Investment in money market funds (1) | [1] | 207,076,000 | 207,076,000 | $ 111,912,000 | ||
Total assets | 207,076,000 | 207,076,000 | 111,912,000 | |||
Liabilities: | ||||||
Contingent consideration | 24,761,000 | 24,761,000 | 41,086,000 | |||
Total liabilities | 24,761,000 | 24,761,000 | 41,086,000 | |||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||||
Assets: | ||||||
Investment in money market funds (1) | [1] | 207,076,000 | 207,076,000 | 111,912,000 | ||
Total assets | 207,076,000 | 207,076,000 | 111,912,000 | |||
Liabilities: | ||||||
Contingent consideration | 0 | 0 | 0 | |||
Total liabilities | 0 | 0 | 0 | |||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||
Assets: | ||||||
Investment in money market funds (1) | [1] | 0 | 0 | 0 | ||
Total assets | 0 | 0 | 0 | |||
Liabilities: | ||||||
Contingent consideration | 0 | 0 | 0 | |||
Total liabilities | 0 | 0 | 0 | |||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Assets: | ||||||
Investment in money market funds (1) | [1] | 0 | 0 | 0 | ||
Total assets | 0 | 0 | 0 | |||
Liabilities: | ||||||
Contingent consideration | 24,761,000 | 24,761,000 | 41,086,000 | |||
Total liabilities | $ 24,761,000 | $ 24,761,000 | $ 41,086,000 | |||
[1] | Included in cash and cash equivalents in accompanying consolidated balance sheets |
MorphoSys Collaboration Agree26
MorphoSys Collaboration Agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Collaborative arrangements [Line Items] | |||||
Collaborative Arrangement, Rights and Obligations | The collaboration provides for sharing of development and clinical costs, with the Company responsible for 36% of such costs and MorphoSys responsible for the remainder. | ||||
Current deferred revenue | $ 8,734 | $ 8,734 | $ 5,345 | ||
Long-term deferred revenue | 5,987 | 5,987 | $ 5,713 | ||
Morphosys [Member] | |||||
Collaborative arrangements [Line Items] | |||||
Reduction to research and development expense | 1,000 | $ 500 | 3,700 | $ 500 | |
Accounts receivable | 2,000 | 2,000 | |||
Current deferred revenue | 800 | 800 | |||
Long-term deferred revenue | $ 3,100 | 3,100 | |||
First contingent payment received based upon development and regulatory milestones | $ 5,000 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Inventories [Abstract] | ||
Raw materials and supplies | $ 21,124 | $ 17,375 |
Work-in-process | 34,323 | 33,477 |
Finished goods | 24,623 | 14,822 |
Total inventories | $ 80,070 | $ 65,674 |
Intangible assets, in-process28
Intangible assets, in-process research and development and goodwill (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Cost Basis [Abstract] | |||||
Intangible Assets, Beginning Balance | $ 68,299,000 | ||||
Additions | 8,300,000 | ||||
Intangible Assets, Ending Balance | $ 76,599,000 | 76,599,000 | |||
Accumulated Amortization [Abstract] | |||||
Accumulated Amortization, Beginning Balance | (9,955,000) | ||||
Amortization | 2,365,000 | $ 2,215,000 | 6,906,000 | $ 6,084,000 | |
Accumulated Amortization, Ending Balance | (16,861,000) | (16,861,000) | |||
Net book value of intangible assets | 59,738,000 | 59,738,000 | |||
Goodwill, Cost Basis [Abstract] | |||||
Goodwill, Beginning Balance | 52,585,000 | ||||
Goodwill, Additions | 0 | ||||
Goodwill, Ending Balance | 52,585,000 | 52,585,000 | |||
Goodwill, net book value | 52,585,000 | 52,585,000 | $ 52,585,000 | ||
Biosciences [Member] | |||||
Cost Basis [Abstract] | |||||
Intangible Assets, Beginning Balance | 19,500,000 | ||||
Additions | 8,300,000 | ||||
Intangible Assets, Ending Balance | 27,800,000 | 27,800,000 | |||
Accumulated Amortization [Abstract] | |||||
Accumulated Amortization, Beginning Balance | (2,135,000) | ||||
Amortization | 832,000 | 620,000 | 2,228,000 | 1,548,000 | |
Accumulated Amortization, Ending Balance | (4,363,000) | $ (4,363,000) | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 93 months | ||||
Net book value of intangible assets | 23,437,000 | $ 23,437,000 | |||
Biosciences [Member] | Biosciences Therapeutics [Member] | |||||
Goodwill, Cost Basis [Abstract] | |||||
Goodwill, Beginning Balance | 13,902,000 | ||||
Goodwill, Additions | 0 | ||||
Goodwill, Ending Balance | 13,902,000 | 13,902,000 | |||
Biosciences [Member] | Biosciences contracts manufacturing [Member] | |||||
Goodwill, Cost Basis [Abstract] | |||||
Goodwill, Beginning Balance | 6,736,000 | ||||
Goodwill, Additions | 0 | ||||
Goodwill, Ending Balance | 6,736,000 | 6,736,000 | |||
Biodefense [Member] | |||||
Cost Basis [Abstract] | |||||
Intangible Assets, Beginning Balance | 48,799,000 | ||||
Additions | 0 | ||||
Intangible Assets, Ending Balance | 48,799,000 | 48,799,000 | |||
Accumulated Amortization [Abstract] | |||||
Accumulated Amortization, Beginning Balance | (7,820,000) | ||||
Amortization | 1,533,000 | $ 1,595,000 | 4,678,000 | $ 4,536,000 | |
Accumulated Amortization, Ending Balance | (12,498,000) | $ (12,498,000) | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 90 months | ||||
Net book value of intangible assets | 36,301,000 | $ 36,301,000 | |||
Biodefense [Member] | Biodefense therapeutics [Member] | |||||
Goodwill, Cost Basis [Abstract] | |||||
Goodwill, Beginning Balance | 22,031,000 | ||||
Goodwill, Additions | 0 | ||||
Goodwill, Ending Balance | 22,031,000 | 22,031,000 | |||
Biodefense [Member] | Biodefense medical devices [Member] | |||||
Goodwill, Cost Basis [Abstract] | |||||
Goodwill, Beginning Balance | 9,916,000 | ||||
Goodwill, Additions | 0 | ||||
Goodwill, Ending Balance | $ 9,916,000 | $ 9,916,000 |
Equity awards (Details)
Equity awards (Details) | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Stock Options Member [Member] | |
Aggregate Intrinsic Value [Abstract] | |
Outstanding, beginning of period | $ | $ 29,181,534 |
Outstanding, end of period | $ | 22,745,170 |
Exercisable, end of period | $ | $ 18,343,578 |
2006 Plan [Member] | Restricted Stock Units (RSUs) [Member] | |
Restricted stock unit award activity [Roll Forward] | |
Outstanding, beginning of period (in shares) | shares | 927,356 |
Granted (in shares) | shares | 468,591 |
Vested (in shares) | shares | (407,354) |
Forfeited (in shares) | shares | (62,481) |
Outstanding, end of period (in shares) | shares | 926,112 |
Weighted-Average Grant Price [Roll Forward] | |
Outstanding, beginning of period (in dollars per share) | $ 22.44 |
Granted (in dollars per share) | 29.56 |
Vested (in dollars per share) | 20.66 |
Forfeited (in dollars per share) | 25.02 |
Outstanding, end of period (in dollars per share) | $ 26.65 |
Aggregate intrinsic value [Abstract] | |
Outstanding, beginning of period | $ | $ 25,251,904 |
Outstanding, end of period | $ | $ 26,384,931 |
2006 Plan [Member] | Stock Options Member [Member] | |
Options outstanding [Roll Forward] | |
Outstanding, beginning of period (in shares) | shares | 3,837,993 |
Granted (in shares) | shares | 690,221 |
Exercised (in shares) | shares | (867,486) |
Forfeited (in shares) | shares | (147,287) |
Outstanding, end of period (in shares) | shares | 3,513,441 |
Exercisable, end of period (in shares) | shares | 1,908,456 |
Weighted-Average Exercise Price [Roll Forward] | |
Outstanding, beginning of period (in dollars per share) | $ 20.04 |
Granted (in dollars per share) | 29.03 |
Exercised (in dollars per share) | 17.44 |
Forfeited (in dollars per share) | 23.95 |
Outstanding, end of period (in dollars per share) | 22.27 |
Exercisable, end of period (in dollars per share) | $ 19.16 |
2004 Plan [Member] | Stock Options Member [Member] | |
Options outstanding [Roll Forward] | |
Outstanding, beginning of period (in shares) | shares | 43,156 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | (13,457) |
Forfeited (in shares) | shares | 0 |
Outstanding, end of period (in shares) | shares | 29,699 |
Exercisable, end of period (in shares) | shares | 29,699 |
Weighted-Average Exercise Price [Roll Forward] | |
Outstanding, beginning of period (in dollars per share) | $ 10.28 |
Granted (in dollars per share) | 0 |
Exercised (in dollars per share) | 10.28 |
Forfeited (in dollars per share) | 0 |
Outstanding, end of period (in dollars per share) | 10.28 |
Exercisable, end of period (in dollars per share) | $ 10.28 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||||
Net income | $ 36,942 | $ 21,832 | $ 29,523 | $ 6,625 |
Interest expense applicable to convertible debt, net of tax | 786 | 917 | 2,378 | 0 |
Amortization of debt issuance costs, net of tax | 215 | 203 | 671 | 0 |
Adjusted net income | $ 37,943 | $ 22,952 | $ 32,572 | $ 6,625 |
Denominator: | ||||
Weighted-average number of shares-basic (in shares) | 38,831,341 | 37,507,220 | 38,423,715 | 37,261,357 |
Dilutive securities-equity awards (in shares) | 1,232,684 | 954,639 | 813,939 | 623,837 |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 7,720,525 | 8,095,304 | 7,720,525 | 0 |
Weighted-average number of shares-diluted (in shares) | 47,784,550 | 46,557,163 | 46,958,179 | 37,885,194 |
Net income per share - basic | $ 0.95 | $ 0.58 | $ 0.77 | $ 0.18 |
Adjusted net income per share-diluted | $ 0.79 | $ 0.49 | $ 0.69 | $ 0.17 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares excluded from calculation (in shares) | 1,500,000 | 1,500,000 | ||
Convertible debt [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares excluded from calculation (in shares) | 0 | 8,100,000 |
Segment information (Details)
Segment information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)SegmentBusinessUnit | Sep. 30, 2014USD ($) | Mar. 25, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of business segments | Segment | 2 | ||||
External revenue | $ 164,940 | $ 137,954 | $ 354,685 | $ 302,163 | |
Net income | 36,942 | 21,832 | $ 29,523 | 6,625 | |
Biodefense [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Number of business units | BusinessUnit | 2 | ||||
External revenue | 147,016 | 104,130 | $ 300,819 | 243,162 | |
Net income | 50,208 | 25,182 | $ 74,263 | 56,305 | |
Contingent payment received based upon development and regulatory milestones | $ 7,000 | ||||
Biosciences [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Number of business units | BusinessUnit | 3 | ||||
External revenue | 17,924 | 33,824 | $ 53,866 | 59,001 | |
Net income | (11,241) | (496) | (38,560) | (43,321) | |
All Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
External revenue | 0 | 0 | 0 | 0 | |
Net income | $ (2,025) | $ (2,854) | $ (6,180) | $ (6,359) |