Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
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 | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 40,458,718 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 333,395 | $ 312,795 |
Accounts receivable, net | 66,749 | 120,767 |
Inventories | 96,674 | 76,936 |
Income tax receivable, net | 9,184 | 6,573 |
Prepaid expenses and other current assets | 22,045 | 20,339 |
Total current assets | 528,047 | 537,410 |
Property, plant and equipment, net | 359,034 | 331,856 |
In process research and development | 41,800 | 42,501 |
Intangible assets, net | 52,645 | 57,375 |
Goodwill | 54,902 | 54,902 |
Deferred tax assets, net | 18,192 | 11,286 |
Other assets | 1,846 | 2,154 |
Total assets | 1,056,466 | 1,037,484 |
Current liabilities: | ||
Accounts payable | 58,974 | 45,966 |
Accrued expenses and other current liabilities | 2,482 | 6,229 |
Accrued compensation | 29,778 | 34,683 |
Contingent consideration, current portion | 2,983 | 2,553 |
Provision for chargebacks | 2,512 | 2,238 |
Deferred revenue, current portion | 7,129 | 7,942 |
Total current liabilities | 103,858 | 99,611 |
Contingent consideration, net of current portion | 22,580 | 23,046 |
Long-term indebtedness | 247,393 | 246,892 |
Deferred revenue, net of current portion | 8,410 | 6,590 |
Other liabilities | 1,553 | 1,328 |
Total liabilities | 383,794 | 377,467 |
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 15,000,000 shares authorized, 0 shares issued and outstanding at both June 30, 2016 and December 31, 2015 | 0 | 0 |
Common stock, $0.001 par value; 200,000,000 shares authorized, 40,852,511 shares issued and 40,429,681 shares outstanding at June 30, 2016; 100,000,000 shares authorized, 39,829,408 shares issued and 39,406,578 shares outstanding at December 31, 2015 | 41 | 40 |
Treasury stock, at cost, 422,830 common shares at both June 30, 2016 and December 31, 2015 | (6,420) | (6,420) |
Additional paid-in capital | 337,947 | 317,971 |
Accumulated other comprehensive loss | (3,080) | (2,713) |
Retained earnings | 344,184 | 351,139 |
Total stockholders' equity | 672,672 | 660,017 |
Total liabilities and stockholders' equity | $ 1,056,466 | $ 1,037,484 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
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) | 200,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 40,852,511 | 39,829,408 |
Common stock, shares outstanding (in shares) | 40,429,681 | 39,406,578 |
Treasury stock ( in shares) | 422,830 | 422,830 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |||
Revenues: | ||||||
Product sales | $ 58,546 | $ 82,023 | $ 130,252 | $ 100,314 | ||
Contract manufacturing | 10,156 | 8,859 | 17,743 | 21,102 | ||
Contracts, grants and collaborations | 32,785 | 35,230 | 64,494 | 68,329 | ||
Total revenues | 101,487 | 126,112 | 212,489 | 189,745 | ||
Operating expenses: | ||||||
Cost of product sales and contract manufacturing | 35,612 | 27,266 | 64,115 | 46,014 | ||
Research and development | 35,347 | 40,941 | 69,501 | 79,643 | ||
Selling, general and administrative | 44,148 | 36,453 | 83,932 | 70,946 | ||
Income (loss) from operations | (13,620) | 21,452 | (5,059) | (6,858) | ||
Other income (expense): | ||||||
Interest income | 220 | 273 | 406 | 355 | ||
Interest expense | (1,509) | (1,628) | (3,033) | (3,288) | ||
Other income, net | 17 | (497) | 133 | (397) | ||
Total other expense, net | (1,272) | (1,852) | (2,494) | (3,330) | ||
Income (loss) before provision for (benefit from) income taxes | (14,892) | 19,600 | (7,553) | (10,188) | ||
Provision for (benefit from) income taxes | (3,945) | 5,500 | (597) | (2,769) | ||
Net income (loss) | $ (10,947) | $ 14,100 | $ (6,956) | $ (7,419) | ||
Net income (loss) per share - basic | $ (0.27) | $ 0.37 | $ (0.17) | $ (0.19) | ||
Net income (loss) per share-diluted | $ (0.27) | [1] | $ 0.32 | [1] | $ (0.17) | $ (0.19) |
Weighted-average number of shares - basic (in shares) | 40,202,821 | 38,480,754 | 39,872,738 | 38,216,524 | ||
Weighted-average number of shares - diluted (in shares) | 40,202,821 | 47,410,413 | 39,872,738 | 38,216,524 | ||
[1] | See Note 8 "Earnings per share" for details on calculation. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) [Abstract] | ||||
Net income (loss) | $ (10,947) | $ 14,100 | $ (6,956) | $ (7,419) |
Foreign currency translations, net of tax | 1,072 | (415) | (367) | (649) |
Comprehensive income (loss) | $ (9,875) | $ 13,685 | $ (7,323) | $ (8,068) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (6,956) | $ (7,419) |
Adjustments to reconcile to net cash provided by (used in) operating activities: | ||
Stock-based compensation expense | 9,945 | 7,790 |
Depreciation and amortization | 17,770 | 17,298 |
Income taxes | 547 | 630 |
Change in fair value of contingent obligations | 935 | 751 |
Impairment of long-lived assets | 1,114 | 0 |
Excess tax benefits from stock-based compensation | (10,442) | (7,241) |
Other | 775 | 153 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 53,933 | (40,884) |
Inventories | (19,738) | (19,034) |
Income taxes | (14,556) | (16,740) |
Prepaid expenses and other assets | (1,713) | 2,465 |
Accounts payable | 11,287 | 2,062 |
Accrued expenses and other liabilities | (3,533) | 157 |
Accrued compensation | (4,966) | (5,473) |
Provision for chargebacks | 274 | (253) |
Deferred revenue | 1,007 | 2,368 |
Net cash provided by (used in) operating activities | 35,683 | (63,370) |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (39,246) | (19,681) |
Net cash used in investing activities | (39,246) | (19,681) |
Cash flows from financing activities: | ||
Proceeds from other long-term debt obligations | 0 | 2,000 |
Issuance of common stock upon exercise of stock options | 14,524 | 13,162 |
Excess tax benefits from stock-based compensation | 10,442 | 7,241 |
Contingent obligation payments | (971) | (5,002) |
Net cash provided by financing activities | 23,995 | 17,401 |
Effect of exchange rate changes on cash and cash equivalents | 168 | (8) |
Net increase (decrease) in cash and cash equivalents | 20,600 | (65,658) |
Cash and cash equivalents at beginning of period | 312,795 | 280,499 |
Cash and cash equivalents at end of period | $ 333,395 | $ 214,841 |
Summary of significant accounti
Summary of significant accounting policies | 6 Months Ended |
Jun. 30, 2016 | |
Summary of significant accounting policies [Abstract] | |
Summary of significant accounting policies | 1. Summary of significant accounting policies Basis of presentation and consolidation On August 6, 2015, Emergent BioSolutions Inc. (the "Company" or "Emergent"), announced its plan to separate into two independent publicly-traded companies, one a biotechnology company focused on novel oncology and hematology therapeutics to meaningfully improve patients' lives and the other a global specialty life sciences company focused on providing specialty products for civilian and military populations that address intentional and naturally emerging public health threats. In accordance with the separation plan, Emergent transferred certain assets and liabilities of its biosciences business into Aptevo Therapeutics Inc. ("Aptevo"), a wholly-owned subsidiary of Emergent before the completion of the spin-off, which was incorporated in February 2016. In anticipation of the spin-off, the Company realigned certain components of its biosciences business to the new Aptevo segment to be consistent with how the Company's chief operating decision maker ("CODM") allocates resources and makes decisions about the operations of the Company. Effective January 1, 2016, the Company changed its segment presentation to reflect this new structure, and recast all prior periods presented to conform to the new presentation. On August 1, 2016, the Company completed the spin-off of Aptevo. Aptevo is now an independent public company trading under the symbol "APVO" on the NASDAQ Global Select Market ("NASDAQ"). The accompanying unaudited financial statements for the three months and six months ended June 30, 2016 and 2015 include the results of Aptevo. The spin-off of Aptevo has therefore not yet been reflected in the Company's historical results and will be presented as a discontinued operation beginning in the third quarter of 2016. Discontinued operations will reflect the revenues and expenses directly associated with the results of operations of Aptevo for all periods presented. The accompanying unaudited consolidated financial statements include the accounts of 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, 2015, as filed with the SEC. During the six months ended June 30, 2016, 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, 2015, 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 June 30, 2016; the results of operations and comprehensive income (loss) for the three and six months ended June 30, 2016 and 2015; and cash flows for the six months ended June 30, 2016 and 2015. Interim results are not necessarily indicative of results that may be expected for any other interim period or for an entire year. |
Fair value measurements
Fair value measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair value measurements [Abstract] | |
Fair value measurements | 2. 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: June 30, 2016 (in thousands) Level 1 Level 2 Level 3 Total Assets: Investment in money market funds (1) $ 92 $ - $ - $ 92 Total assets $ 92 $ - $ - $ 92 Liabilities: Contingent consideration $ - $ - $ 25,563 $ 25,563 Total liabilities $ - $ - $ 25,563 $ 25,563 December 31, 2015 (in thousands) Level 1 Level 2 Level 3 Total Assets: Investment in money market funds (1) $ 3,323 $ - $ - $ 3,323 Total assets $ 3,323 $ - $ - $ 3,323 Liabilities: Contingent consideration $ - $ - $ 25,599 $ 25,599 Total liabilities $ - $ - $ 25,599 $ 25,599 (1) Included in cash and cash equivalents in the accompanying consolidated balance sheets. During the six months ended June 30, 2016, the Company did not have any transfers between Level 1 and Level 2 assets or liabilities. 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 and the broad spectrum antiviral platform program, which are inputs that have no observable market (Level 3). For both the three and six months ended June 30, 2016, the contingent consideration obligation decreased by $0.4 million. For the three months ended June 30, 2015, the contingent consideration obligation decreased by $0.4 million. For the six months ended June 30, 2015, the contingent consideration obligation increased by $0.4 million. 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 series of molecules and the broad spectrum antiviral platform, along with the novation of the DTRA contract for the EV-035 series of molecules. These decreases and increases in the contingent consideration were classified in the Company's statement of operations as both selling, general and administrative and research and development expense. During the six months ended June 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. The fair value of the RSDL and HepaGam contingent consideration obligations changed as a result of management's assessment of the assumed and actual achievement of future net sales, which are inputs that have no observable market (Level 3). For the three and six months ended June 30, 2016, the contingent purchase consideration obligations increased by $0.5 million and $1.3 million, respectively. For the three months ended June 30, 2015, the contingent consideration obligation decreased by $0.4 million. For the six months ended June 30, 2015, the contingent consideration obligation increased by $0.4 million. The increases and decreases 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, consisting only of contingent consideration, measured at fair value using significant unobservable inputs (Level 3) during the six months ended June 30, 2016. (in thousands) Balance at December 31, 2015 $ 25,599 Expense included in earnings 935 Settlements (971 ) Purchases, sales and issuances - Transfers in/(out) of Level 3 - Balance at June 30, 2016 $ 25,563 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 June 30, 2016, the in-process research and development asset for EV-035 series of molecules was measured at fair value on a non-recurring basis. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2016 | |
Inventories [Abstract] | |
Inventories | 3. Inventories Inventories consisted of the following: June 30, December 31, (in thousands) 2016 2015 Raw materials and supplies $ 27,875 $ 23,099 Work-in-process 41,281 37,209 Finished goods 27,518 16,628 Total inventories $ 96,674 $ 76,936 |
Property, plant and equipment
Property, plant and equipment | 6 Months Ended |
Jun. 30, 2016 | |
Property, plant and equipment [Abstract] | |
Property, plant and equipment | 4. Property, plant and equipment Property, plant and equipment consisted of the following: June 30, December 31, (in thousands) 2016 2015 Land and improvements $ 17,208 $ 16,520 Buildings, building improvements and leasehold improvements 142,687 111,060 Furniture and equipment 201,455 136,528 Software 56,716 39,784 Construction-in-progress 51,097 127,489 Property, plant and equipment, gross 469,163 431,381 Less: Accumulated depreciation and amortization (110,129 ) (99,525 ) Total property, plant and equipment, net $ 359,034 $ 331,856 |
Intangible assets, in-process r
Intangible assets, in-process research and development | 6 Months Ended |
Jun. 30, 2016 | |
Intangible assets and in-process research and development [Abstract] | |
Intangible assets, in-process research and development | 5. Intangible assets and in-process research and development As of June 30, 2016, $41.8 million of IPR&D assets related to the Company's otlertuzumab product candidate is included in the Aptevo segment. Intangible assets consisted of the following: Biodefense Aptevo (in thousands) Segment Segment Total Cost basis Balance at December 31, 2015 $ 55,790 $ 20,809 $ 76,599 Additions - - - Balance at June 30, 2016 $ 55,790 $ 20,809 $ 76,599 Accumulated amortization Balance at December 31, 2015 $ (15,857 ) $ (3,368 ) $ (19,225 ) Amortization (3,557 ) (1,172 ) (4,729 ) Balance at June 30, 2016 $ (19,414 ) $ (4,540 ) $ (23,954 ) Net balance at June 30, 2016 $ 36,376 $ 16,269 $ 52,645 Amortization expense consisted of the following: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2016 2015 2016 2015 Biodefense segment $ 1,778 $ 2,014 $ 3,557 $ 3,777 Aptevo segment 587 378 1,172 757 Total amortization expense $ 2,365 $ 2,392 $ 4,729 $ 4,534 As of June 30, 2016, the weighted average amortization period remaining for intangible assets in the Biodefense and Aptevo segments was 81 and 91 months, respectively. In July 2016, the Company determined the pending spin-off of Aptevo was a potential indicator of impairment for the definite-lived intangible assets, in-process research and development indefinite-lived intangible assets and the goodwill within the Aptevo reporting unit. The Company completed an undiscounted cash flow recoverability test for the definite-lived intangibles and qualitative assessments for the indefinite-lived intangible assets, as well as the reporting unit and concluded that there was no impairment. |
Long-term debt
Long-term debt | 6 Months Ended |
Jun. 30, 2016 | |
Long-term debt [Abstract] | |
Long-term debt | 6. Long-term debt In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30), which simplifies the presentation of debt issuance costs. ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Prior to the issuance of ASU 2015-03, debt issuance costs were required to be presented as an asset on the balance sheet. ASU 2015-03 is effective for interim and annual periods beginning after December 15, 2015. As of December 31, 2015, the Company reclassified debt issuance costs of $1.2 million and $4.9 million from prepaid expenses and other current assets and other assets, respectively, as a reduction to long-term debt. On January 29, 2014, the Company issued $250.0 million aggregate principal amount of 2.875% Convertible Senior Notes due 2021 (the "Notes"). The Notes mature on January 15, 2021, unless earlier purchased by the Company or converted. The conversion rate is equal to 30.8821 shares of common stock per $1,000 principal amount of notes (which is equivalent to a conversion price of approximately $32.38 per share of common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. As of August 1, 2016, certain conversion features were triggered due to the completion of the Aptevo spin-off. The conversion rate under the Notes will be adjusted in accordance with the terms of the indenture, with the ten-trading day valuation period contemplated by the indenture commencing August 1, 2016. The new conversion rate will be determined and announced promptly following the end of the ten-trading day valuation period. |
Equity awards
Equity awards | 6 Months Ended |
Jun. 30, 2016 | |
Equity awards [Abstract] | |
Equity awards | 7. Equity As of June 30, 2016, the Company had two active stock-based employee compensation plans, the Fourth Amended and Restated Emergent BioSolutions Inc. 2006 Stock Incentive Plan (the "2006 Plan") and the Emergent BioSolutions Employee Stock Option Plan (the "2004 Plan"). The Company refers to both plans together as 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, 2015 2,964,237 $ 22.73 29,699 $ 10.28 $ 52,119,607 Granted 391,158 $ 33.83 - $ - Exercised (700,605 ) $ 19.32 (29,699 ) $ 10.28 Forfeited (24,467 ) $ 26.76 - $ - Outstanding at June 30, 2016 2,630,323 $ 25.25 - $ - $ 10,318,273 Exercisable at June 30, 2016 1,479,516 $ 21.55 - $ - $ 9,850,228 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, 2015 889,004 $ 26.86 $ 35,569,048 Granted 470,911 $ 34.53 Vested (404,585 ) $ 24.77 Forfeited (26,103 ) $ 30.95 Outstanding at June 30, 2016 929,227 $ 31.53 $ 26,129,863 On May 19, 2016, at the Company's annual meeting, the shareholders approved the issuance of 3.8 million shares under the Fourth Amended and Restated Emergent BioSolutions Inc. 2006 Stock Incentive Plan, none of which have been issued. In addition, the shareholders approved an increase in the number of authorized shares of common stock to 200 million shares. On July 14, 2016, the Company's board of directors authorized management to repurchase, from time to time, up to an aggregate of $50 million of the Company's common stock under a board-approved share repurchase program. The timing, amount, and price of any repurchases will be made pursuant to one or more 10b5-1 plans. The term of the board authorization of the repurchase program is until December 31, 2017. The plan will permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The repurchase program may be suspended or discontinued at any time. Any repurchased shares will be available for use in connection with Emergent's stock plans and for other corporate purposes. Compensation - Stock Compensation (Topic 718) |
Earnings per share
Earnings per share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings per share [Abstract] | |
Earnings per share | 8. Earnings per share The following table presents the calculation of basic and diluted net income (loss) per share: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share data) 2016 2015 2016 2015 Numerator: Net income (loss) $ (10,947 ) $ 14,100 $ (6,956 ) $ (7,419 ) Interest expense, net of tax - 809 - - Amortization of debt issuance costs, net of tax - 219 - - Net income (loss), adjusted $ (10,947 ) $ 15,128 $ (6,956 ) $ (7,419 ) Denominator: Weighted-average number of shares—basic 40,202,821 38,480,754 39,872,738 38,216,524 Dilutive securities—equity awards - 1,209,134 - - Dilutive securities—convertible debt - 7,720,525 - - Weighted-average number of shares—diluted 40,202,821 47,410,413 39,872,738 38,216,524 Net income (loss) per share-basic $ (0.27 ) $ 0.37 $ (0.17 ) $ (0.19 ) Net income (loss) per share-diluted $ (0.27 ) $ 0.32 $ (0.17 ) $ (0.19 ) For the three and six months ended June 30, 2016 and 2015, basic earnings per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. For the three months ended June 30, 2015, diluted earnings per share is computed using the "if-converted" method by dividing the net income 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 (the "Notes") by the weighted average number of shares of common stock outstanding during the period. The weighted average number of 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 Notes, at the beginning of the period. For the three and six months ended June 30, 2016 and the six months ended June 30, 2015, basic and diluted earnings per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. No adjustment to the net loss was computed under the "if-converted" method as the effect would have been anti-dilutive. For both the three and six months ended June 30, 2016, outstanding equity awards to purchase approximately 3.5 million, respectively, shares of common stock were excluded from the calculation of diluted earnings per share. For the six months ended June 30, 2015, outstanding equity awards to purchase approximately 4.7 million shares of common stock were excluded from the calculation of diluted earnings per share. In addition, for both the three and six months ended June 30, 2016 and the six months ended June 30, 2015, approximately 7.7 million shares of common stock related to the Company's Notes were excluded from the calculation of diluted earnings per share. All outstanding equity awards to purchase common stock and shares of common stock related to the Company's Notes were excluded from the calculation of diluted earnings per share in the periods in which the Company incurred a net loss. |
Related party transactions
Related party transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related party transactions [Abstract] | |
Related party transactions | 9. Related party transactions In November 2015, the Company entered into a consulting arrangement with a member of the Company's Board of Directors, amended in July 2016, to provide assistance in connection with the planned spin-off of Aptevo. The total compensation under the agreement was approximately $0.2 million. The consulting agreement terminated on August 1, 2016. |
Segment information
Segment information | 6 Months Ended |
Jun. 30, 2016 | |
Segment information [Abstract] | |
Segment information | 10. Segment information On August 6, 2015, the Company announced its plan to separate into two independent publicly-traded companies, one a biotechnology company focused on novel oncology and hematology therapeutics to meaningfully improve patients' lives and the other a global specialty life sciences company focused on providing specialty products for civilian and military populations that address intentional and naturally emerging public health threats. In anticipation of the spin-off, the Company realigned certain components of its biosciences business to the new Aptevo segment. Effective January 1, 2016, the Company changed its segment presentation to reflect this new structure, and prior periods have been recast to conform to the new presentation. For financial reporting purposes, the Company reports financial information for two business segments: Biodefense and Aptevo. 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 CODM. 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 consists of three business units: vaccines and therapeutics, medical devices and contract manufacturing. Revenues in this segment are primarily from sales of the Company's FDA-licensed product, BioThrax® (Anthrax Vaccine Adsorbed), to the U.S. government. The Aptevo division consists of one business unit, which is focused on: the discovery, development, commercialization and sale of novel oncology and hematology therapeutics. Reportable Segments (in thousands) Biodefense Aptevo Total Three Months Ended June 30, 2016 External revenue $ 91,254 $ 10,233 $ 101,487 Intersegment revenue (expense) 1,844 (1,844 ) - Income (loss) from operations (1,323 ) (12,297 ) (13,620 ) Three Months Ended June 30, 2015 External revenue $ 119,022 $ 7,090 $ 126,112 Intersegment revenue (expense) 2,130 (2,130 ) - Income (loss) from operations 41,694 (20,242 ) 21,452 Six Months Ended June 30, 2016 External revenue $ 194,223 $ 18,266 $ 212,489 Intersegment revenue (expense) 2,418 (2,418 ) - Income (loss) from operations 21,693 (26,752 ) (5,059 ) Total assets 945,058 111,408 1,056,466 Six Months Ended June 30, 2015 External revenue $ 171,169 $ 18,576 $ 189,745 Intersegment revenue (expense) 2,234 (2,234 ) - Income (loss) from operations 23,198 (30,056 ) (6,858 ) Total assets 820,503 122,820 943,323 |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Event [Abstract] | |
Subsequent Event | 11. Subsequent events Aptevo On August 1, 2016, the Company completed the previously announced spin-off through Litigation On July 19, 2016, Plaintiff, William Sponn, or Sponn, filed a putative class action complaint in the United States District Court for the District of Maryland on behalf of purchasers of the Company's common stock between January 11, 2016 and June 21, 2016, inclusive, or the Class Period, seeking to pursue remedies under the Securities Exchange Act of 1934 against Emergent and certain of the Company's senior officers and directors, collectively, the Defendants. The complaint alleges, among other things, that the Company made materially false and misleading statements about the government's demand for BioThrax and expectations that the Company's five-year exclusive procurement contract with HHS would be renewed and omitted certain material facts. Sponn is seeking unspecified damages, including legal costs. The Defendants believe that the allegations in the complaint are without merit and intend to defend themselves vigorously against those claims. As of the date of this filing, the range of potential loss cannot be determined or estimated. |
Summary of significant accoun18
Summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of significant accounting policies [Abstract] | |
Basis of presentation and consolidation | Basis of presentation and consolidation On August 6, 2015, Emergent BioSolutions Inc. (the "Company" or "Emergent"), announced its plan to separate into two independent publicly-traded companies, one a biotechnology company focused on novel oncology and hematology therapeutics to meaningfully improve patients' lives and the other a global specialty life sciences company focused on providing specialty products for civilian and military populations that address intentional and naturally emerging public health threats. In accordance with the separation plan, Emergent transferred certain assets and liabilities of its biosciences business into Aptevo Therapeutics Inc. ("Aptevo"), a wholly-owned subsidiary of Emergent before the completion of the spin-off, which was incorporated in February 2016. In anticipation of the spin-off, the Company realigned certain components of its biosciences business to the new Aptevo segment to be consistent with how the Company's chief operating decision maker ("CODM") allocates resources and makes decisions about the operations of the Company. Effective January 1, 2016, the Company changed its segment presentation to reflect this new structure, and recast all prior periods presented to conform to the new presentation. On August 1, 2016, the Company completed the spin-off of Aptevo. Aptevo is now an independent public company trading under the symbol "APVO" on the NASDAQ Global Select Market ("NASDAQ"). The accompanying unaudited financial statements for the three months and six months ended June 30, 2016 and 2015 include the results of Aptevo. The spin-off of Aptevo has therefore not yet been reflected in the Company's historical results and will be presented as a discontinued operation beginning in the third quarter of 2016. Discontinued operations will reflect the revenues and expenses directly associated with the results of operations of Aptevo for all periods presented. The accompanying unaudited consolidated financial statements include the accounts of 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, 2015, as filed with the SEC. During the six months ended June 30, 2016, 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, 2015, 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 June 30, 2016; the results of operations and comprehensive income (loss) for the three and six months ended June 30, 2016 and 2015; and cash flows for the six months ended June 30, 2016 and 2015. Interim results are not necessarily indicative of results that may be expected for any other interim period or for an entire year. |
Fair value measurements (Tables
Fair value measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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: June 30, 2016 (in thousands) Level 1 Level 2 Level 3 Total Assets: Investment in money market funds (1) $ 92 $ - $ - $ 92 Total assets $ 92 $ - $ - $ 92 Liabilities: Contingent consideration $ - $ - $ 25,563 $ 25,563 Total liabilities $ - $ - $ 25,563 $ 25,563 December 31, 2015 (in thousands) Level 1 Level 2 Level 3 Total Assets: Investment in money market funds (1) $ 3,323 $ - $ - $ 3,323 Total assets $ 3,323 $ - $ - $ 3,323 Liabilities: Contingent consideration $ - $ - $ 25,599 $ 25,599 Total liabilities $ - $ - $ 25,599 $ 25,599 (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, consisting only of contingent consideration, measured at fair value using significant unobservable inputs (Level 3) during the six months ended June 30, 2016. (in thousands) Balance at December 31, 2015 $ 25,599 Expense included in earnings 935 Settlements (971 ) Purchases, sales and issuances - Transfers in/(out) of Level 3 - Balance at June 30, 2016 $ 25,563 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Inventories [Abstract] | |
Inventories | Inventories consisted of the following: June 30, December 31, (in thousands) 2016 2015 Raw materials and supplies $ 27,875 $ 23,099 Work-in-process 41,281 37,209 Finished goods 27,518 16,628 Total inventories $ 96,674 $ 76,936 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property, plant and equipment [Abstract] | |
Property, plant and equipment | Property, plant and equipment consisted of the following: June 30, December 31, (in thousands) 2016 2015 Land and improvements $ 17,208 $ 16,520 Buildings, building improvements and leasehold improvements 142,687 111,060 Furniture and equipment 201,455 136,528 Software 56,716 39,784 Construction-in-progress 51,097 127,489 Property, plant and equipment, gross 469,163 431,381 Less: Accumulated depreciation and amortization (110,129 ) (99,525 ) Total property, plant and equipment, net $ 359,034 $ 331,856 |
Intangible assets, in-process22
Intangible assets, in-process research and development (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Intangible assets and in-process research and development [Abstract] | |
Intangible Assets | Intangible assets consisted of the following: Biodefense Aptevo (in thousands) Segment Segment Total Cost basis Balance at December 31, 2015 $ 55,790 $ 20,809 $ 76,599 Additions - - - Balance at June 30, 2016 $ 55,790 $ 20,809 $ 76,599 Accumulated amortization Balance at December 31, 2015 $ (15,857 ) $ (3,368 ) $ (19,225 ) Amortization (3,557 ) (1,172 ) (4,729 ) Balance at June 30, 2016 $ (19,414 ) $ (4,540 ) $ (23,954 ) Net balance at June 30, 2016 $ 36,376 $ 16,269 $ 52,645 |
Finite-lived Intangible Assets Amortization Expense | Amortization expense consisted of the following: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2016 2015 2016 2015 Biodefense segment $ 1,778 $ 2,014 $ 3,557 $ 3,777 Aptevo segment 587 378 1,172 757 Total amortization expense $ 2,365 $ 2,392 $ 4,729 $ 4,534 As of June 30, 2016, the weighted average amortization period remaining for intangible assets in the Biodefense and Aptevo segments was 81 and 91 months, respectively. In July 2016, the Company determined the pending spin-off of Aptevo was a potential indicator of impairment for the definite-lived intangible assets, in-process research and development indefinite-lived intangible assets and the goodwill within the Aptevo reporting unit. The Company completed an undiscounted cash flow recoverability test for the definite-lived intangibles and qualitative assessments for the indefinite-lived intangible assets, as well as the reporting unit and concluded that there was no impairment. |
Equity awards (Tables)
Equity awards (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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, 2015 2,964,237 $ 22.73 29,699 $ 10.28 $ 52,119,607 Granted 391,158 $ 33.83 - $ - Exercised (700,605 ) $ 19.32 (29,699 ) $ 10.28 Forfeited (24,467 ) $ 26.76 - $ - Outstanding at June 30, 2016 2,630,323 $ 25.25 - $ - $ 10,318,273 Exercisable at June 30, 2016 1,479,516 $ 21.55 - $ - $ 9,850,228 |
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, 2015 889,004 $ 26.86 $ 35,569,048 Granted 470,911 $ 34.53 Vested (404,585 ) $ 24.77 Forfeited (26,103 ) $ 30.95 Outstanding at June 30, 2016 929,227 $ 31.53 $ 26,129,863 On May 19, 2016, at the Company's annual meeting, the shareholders approved the issuance of 3.8 million shares under the Fourth Amended and Restated Emergent BioSolutions Inc. 2006 Stock Incentive Plan, none of which have been issued. In addition, the shareholders approved an increase in the number of authorized shares of common stock to 200 million shares. On July 14, 2016, the Company's board of directors authorized management to repurchase, from time to time, up to an aggregate of $50 million of the Company's common stock under a board-approved share repurchase program. The timing, amount, and price of any repurchases will be made pursuant to one or more 10b5-1 plans. The term of the board authorization of the repurchase program is until December 31, 2017. The plan will permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The repurchase program may be suspended or discontinued at any time. Any repurchased shares will be available for use in connection with Emergent's stock plans and for other corporate purposes. Compensation - Stock Compensation (Topic 718) |
Earnings per share (Tables)
Earnings per share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 (loss) per share: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share data) 2016 2015 2016 2015 Numerator: Net income (loss) $ (10,947 ) $ 14,100 $ (6,956 ) $ (7,419 ) Interest expense, net of tax - 809 - - Amortization of debt issuance costs, net of tax - 219 - - Net income (loss), adjusted $ (10,947 ) $ 15,128 $ (6,956 ) $ (7,419 ) Denominator: Weighted-average number of shares—basic 40,202,821 38,480,754 39,872,738 38,216,524 Dilutive securities—equity awards - 1,209,134 - - Dilutive securities—convertible debt - 7,720,525 - - Weighted-average number of shares—diluted 40,202,821 47,410,413 39,872,738 38,216,524 Net income (loss) per share-basic $ (0.27 ) $ 0.37 $ (0.17 ) $ (0.19 ) Net income (loss) per share-diluted $ (0.27 ) $ 0.32 $ (0.17 ) $ (0.19 ) |
Segment information (Tables)
Segment information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment information [Abstract] | |
Segment Information | Reportable Segments (in thousands) Biodefense Aptevo Total Three Months Ended June 30, 2016 External revenue $ 91,254 $ 10,233 $ 101,487 Intersegment revenue (expense) 1,844 (1,844 ) - Income (loss) from operations (1,323 ) (12,297 ) (13,620 ) Three Months Ended June 30, 2015 External revenue $ 119,022 $ 7,090 $ 126,112 Intersegment revenue (expense) 2,130 (2,130 ) - Income (loss) from operations 41,694 (20,242 ) 21,452 Six Months Ended June 30, 2016 External revenue $ 194,223 $ 18,266 $ 212,489 Intersegment revenue (expense) 2,418 (2,418 ) - Income (loss) from operations 21,693 (26,752 ) (5,059 ) Total assets 945,058 111,408 1,056,466 Six Months Ended June 30, 2015 External revenue $ 171,169 $ 18,576 $ 189,745 Intersegment revenue (expense) 2,234 (2,234 ) - Income (loss) from operations 23,198 (30,056 ) (6,858 ) Total assets 820,503 122,820 943,323 |
Summary of significant accoun26
Summary of significant accounting policies (Details) | 6 Months Ended |
Jun. 30, 2016Company | |
Summary of significant accounting policies [Abstract] | |
Number of independent public companies | 2 |
Fair value measurements (Detail
Fair value measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 17, 2014 | ||
Unobservable Input Reconciliation [Roll Forward] | |||||||
Balance, beginning of period | $ 25,599 | ||||||
Expense included in earnings | 935 | ||||||
Settlements | (971) | ||||||
Purchases, sales and issuances | 0 | ||||||
Transfers in/(out) of Level 3 | 0 | ||||||
Balance, end of period | $ 25,563 | 25,563 | |||||
Evolva Holding SA 035 & Broad Spectrum Antiviral Platform [Member] | |||||||
Unobservable Input Reconciliation [Roll Forward] | |||||||
Change in fair value of contingent obligations | (400) | $ (400) | (400) | $ 400 | |||
Contingent value rights based on the novation of the contract | $ 4,000 | ||||||
RSDL and HepaGam [Member] | |||||||
Unobservable Input Reconciliation [Roll Forward] | |||||||
Change in fair value of contingent obligations | 500 | $ (400) | 1,300 | $ 400 | |||
Fair Value, Measurements, Recurring [Member] | |||||||
Assets [Abstract] | |||||||
Investment in money market funds (1) | [1] | 92 | 92 | $ 3,323 | |||
Total assets | 92 | 92 | 3,323 | ||||
Liabilities [Abstract] | |||||||
Contingent consideration | 25,563 | 25,563 | 25,599 | ||||
Total liabilities | 25,563 | 25,563 | 25,599 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||||||
Assets [Abstract] | |||||||
Investment in money market funds (1) | [1] | 92 | 92 | 3,323 | |||
Total assets | 92 | 92 | 3,323 | ||||
Liabilities [Abstract] | |||||||
Contingent consideration | 0 | 0 | 0 | ||||
Total liabilities | 0 | 0 | 0 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||
Assets [Abstract] | |||||||
Investment in money market funds (1) | [1] | 0 | 0 | 0 | |||
Total assets | 0 | 0 | 0 | ||||
Liabilities [Abstract] | |||||||
Contingent consideration | 0 | 0 | 0 | ||||
Total liabilities | 0 | 0 | 0 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||
Assets [Abstract] | |||||||
Investment in money market funds (1) | [1] | 0 | 0 | 0 | |||
Total assets | 0 | 0 | 0 | ||||
Liabilities [Abstract] | |||||||
Contingent consideration | 25,563 | 25,563 | 25,599 | ||||
Total liabilities | $ 25,563 | $ 25,563 | $ 25,599 | ||||
[1] | Included in cash and cash equivalents in accompanying consolidated balance sheets |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Inventories [Abstract] | ||
Raw materials and supplies | $ 27,875 | $ 23,099 |
Work-in-process | 41,281 | 37,209 |
Finished goods | 27,518 | 16,628 |
Total inventories | $ 96,674 | $ 76,936 |
Property, plant and equipment29
Property, plant and equipment (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 469,163 | $ 431,381 | |
Less: Accumulated depreciation and amortization | (110,129) | (99,525) | |
Total Property, plant and equipment, net | 359,034 | 331,856 | |
Depreciation and amortization | 17,770 | $ 17,298 | |
Land and Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 17,208 | 16,520 | |
Buildings, Building Improvements and Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 142,687 | 111,060 | |
Furniture and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 201,455 | 136,528 | |
Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 56,716 | 39,784 | |
Construction-in-progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 51,097 | $ 127,489 |
Intangible assets, in-process30
Intangible assets, in-process research and development (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Cost Basis [Abstract] | ||||
Intangible Assets, Beginning Balance | $ 76,599,000 | |||
Additions | 0 | |||
Intangible Assets, Ending Balance | $ 76,599,000 | 76,599,000 | ||
Accumulated Amortization [Abstract] | ||||
Accumulated Amortization, Beginning Balance | (19,225,000) | |||
Amortization | 2,365,000 | $ 2,392,000 | 4,729,000 | $ 4,534,000 |
Accumulated Amortization, Ending Balance | (23,954,000) | (23,954,000) | ||
Net book value of intangible assets | 52,645,000 | 52,645,000 | ||
Biodefense [Member] | ||||
Cost Basis [Abstract] | ||||
Intangible Assets, Beginning Balance | 55,790,000 | |||
Additions | 0 | |||
Intangible Assets, Ending Balance | 55,790,000 | 55,790,000 | ||
Accumulated Amortization [Abstract] | ||||
Accumulated Amortization, Beginning Balance | (15,857,000) | |||
Amortization | 1,778,000 | 2,014,000 | 3,557,000 | 3,777,000 |
Accumulated Amortization, Ending Balance | (19,414,000) | (19,414,000) | ||
Net book value of intangible assets | 36,376,000 | $ 36,376,000 | ||
Intangible assets, weighted average useful life | 81 months | |||
Aptevo [Member] | ||||
Cost Basis [Abstract] | ||||
Intangible Assets, Beginning Balance | $ 20,809,000 | |||
Additions | 0 | |||
Intangible Assets, Ending Balance | 20,809,000 | 20,809,000 | ||
Accumulated Amortization [Abstract] | ||||
Accumulated Amortization, Beginning Balance | (3,368,000) | |||
Amortization | 587,000 | $ 378,000 | 1,172,000 | $ 757,000 |
Accumulated Amortization, Ending Balance | (4,540,000) | (4,540,000) | ||
Net book value of intangible assets | 16,269,000 | $ 16,269,000 | ||
Intangible assets, weighted average useful life | 91 months | |||
Aptevo [Member] | Otlertuzumab [Member] | ||||
Accumulated Amortization [Abstract] | ||||
Net book value of intangible assets | $ 41,800,000 | $ 41,800,000 |
Long-term debt (Details)
Long-term debt (Details) $ / shares in Units, $ in Millions | 1 Months Ended | |
Jan. 29, 2014USD ($)shares$ / shares | Dec. 31, 2015USD ($) | |
Amount of debt issuance costs in prepaid expenses and other current assets, netted against long term debt [Member] | ||
Long-Term Debt [Line Items] | ||
Debt issuance costs | $ 1.2 | |
Amount of debt issuance costs in other assets, netted against long term debt [Member] | ||
Long-Term Debt [Line Items] | ||
Debt issuance costs | $ 4.9 | |
Convertible Senior Notes Due 2021 [Member] | ||
Long-Term Debt [Line Items] | ||
Face amount of debt instrument | $ 250 | |
Interest rate, stated percentage | 2.875% | |
Maturity date | Jan. 15, 2021 | |
Conversion rate of notes per $1,000 principal amount (in shares) | shares | 30.8821 | |
Conversion price per share (in dollars per share) | $ / shares | $ 32.38 |
Equity awards (Details)
Equity awards (Details) | 6 Months Ended | |
Jun. 30, 2016USD ($)Plan$ / sharesshares | Jul. 14, 2016USD ($) | |
Equity awards [Abstract] | ||
Number of stock-based employee compensation plans | Plan | 2 | |
Aggregate intrinsic value [Abstract] | ||
Stock Repurchase Program, Authorized Amount | $ | $ 50,000,000 | |
Stock Options Member [Member] | ||
Aggregate Intrinsic Value [Abstract] | ||
Outstanding, beginning of period | $ | $ 52,119,607 | |
Outstanding, end of period | $ | 10,318,273 | |
Exercisable, end of period | $ | $ 9,850,228 | |
2006 Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||
Restricted stock unit award activity [Roll Forward] | ||
Outstanding, beginning of period (in shares) | 889,004 | |
Granted (in shares) | 470,911 | |
Vested (in shares) | (404,585) | |
Forfeited (in shares) | (26,103) | |
Outstanding, end of period (in shares) | 929,227 | |
Weighted-Average Grant Price [Roll Forward] | ||
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 26.86 | |
Granted (in dollars per share) | $ / shares | 34.53 | |
Vested (in dollars per share) | $ / shares | 24.77 | |
Forfeited (in dollars per share) | $ / shares | 30.95 | |
Outstanding, end of period (in dollars per share) | $ / shares | $ 31.53 | |
Aggregate intrinsic value [Abstract] | ||
Outstanding, beginning of period | $ | $ 35,569,048 | |
Outstanding, end of period | $ | $ 26,129,863 | |
2006 Plan [Member] | Stock Options Member [Member] | ||
Options outstanding [Roll Forward] | ||
Outstanding, beginning of period (in shares) | 2,964,237 | |
Granted (in shares) | 391,158 | |
Exercised (in shares) | (700,605) | |
Forfeited (in shares) | (24,467) | |
Outstanding, end of period (in shares) | 2,630,323 | |
Exercisable, end of period (in shares) | 1,479,516 | |
Weighted-Average Exercise Price [Roll Forward] | ||
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 22.73 | |
Granted (in dollars per share) | $ / shares | 33.83 | |
Exercised (in dollars per share) | $ / shares | 19.32 | |
Forfeited (in dollars per share) | $ / shares | 26.76 | |
Outstanding, end of period (in dollars per share) | $ / shares | 25.25 | |
Exercisable, end of period (in dollars per share) | $ / shares | $ 21.55 | |
Aggregate intrinsic value [Abstract] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 3,800,000 | |
2004 Plan [Member] | Stock Options Member [Member] | ||
Options outstanding [Roll Forward] | ||
Outstanding, beginning of period (in shares) | 29,699 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (29,699) | |
Forfeited (in shares) | 0 | |
Outstanding, end of period (in shares) | 0 | |
Exercisable, end of period (in shares) | 0 | |
Weighted-Average Exercise Price [Roll Forward] | ||
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 10.28 | |
Granted (in dollars per share) | $ / shares | 0 | |
Exercised (in dollars per share) | $ / shares | 10.28 | |
Forfeited (in dollars per share) | $ / shares | 0 | |
Outstanding, end of period (in dollars per share) | $ / shares | 0 | |
Exercisable, end of period (in dollars per share) | $ / shares | $ 0 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |||
Numerator [Abstract] | ||||||
Net income (loss) | $ (10,947) | $ 14,100 | $ (6,956) | $ (7,419) | ||
Interest expense, net of tax | 0 | 809 | 0 | 0 | ||
Amortization of debt issuance costs, net of tax | 0 | 219 | 0 | 0 | ||
Net income (loss), adjusted | $ (10,947) | $ 15,128 | $ (6,956) | $ (7,419) | ||
Denominator [Abstract] | ||||||
Weighted-average number of shares-basic (in shares) | 40,202,821 | 38,480,754 | 39,872,738 | 38,216,524 | ||
Dilutive securities-equity awards (in shares) | 0 | 1,209,134 | 0 | 0 | ||
Dilutive securities-convertible debt | 0 | 7,720,525 | 0 | 0 | ||
Weighted-average number of shares-diluted (in shares) | 40,202,821 | 47,410,413 | 39,872,738 | 38,216,524 | ||
Net income (loss) per share - basic | $ (0.27) | $ 0.37 | $ (0.17) | $ (0.19) | ||
Adjusted net (loss) income per share-diluted | $ (0.27) | [1] | $ 0.32 | [1] | $ (0.17) | $ (0.19) |
Stock Options [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive shares excluded from calculation (in shares) | 3,500,000 | 3,500,000 | 4,700,000 | |||
Convertible debt [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Interest rate percentage | 2.875% | 2.875% | ||||
Antidilutive shares excluded from calculation (in shares) | 7,700,000 | 7,700,000 | 7,700,000 | |||
[1] | See Note 8 "Earnings per share" for details on calculation. |
Related party transactions (Det
Related party transactions (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Related Party Transaction [Line Items] | |
Costs incurred from services rendered under marketing/consulting agreement | $ 0.2 |
Segment information (Details)
Segment information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)CompanySegmentBusinessUnit | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of independent public companies | Company | 2 | ||||
Number of business segments | Segment | 2 | ||||
Income (loss) from operations | $ (10,947) | $ 14,100 | $ (6,956) | $ (7,419) | |
Total assets | 1,056,466 | 1,056,466 | $ 1,037,484 | ||
Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
External revenue | 0 | 0 | 0 | 0 | |
Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
External revenue | 101,487 | 126,112 | 212,489 | 189,745 | |
Income (loss) from operations | (13,620) | 21,452 | (5,059) | (6,858) | |
Total assets | 1,056,466 | 943,323 | 1,056,466 | 943,323 | |
Biodefense [Member] | Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
External revenue | 1,844 | 2,130 | $ 2,418 | 2,234 | |
Biodefense [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Number of business units | BusinessUnit | 3 | ||||
External revenue | 91,254 | 119,022 | $ 194,223 | 171,169 | |
Income (loss) from operations | (1,323) | 41,694 | 21,693 | 23,198 | |
Total assets | 945,058 | 820,503 | 945,058 | 820,503 | |
Aptevo [Member] | Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
External revenue | (1,844) | (2,130) | $ (2,418) | (2,234) | |
Aptevo [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Number of business units | BusinessUnit | 1 | ||||
External revenue | 10,233 | 7,090 | $ 18,266 | 18,576 | |
Income (loss) from operations | (12,297) | (20,242) | (26,752) | (30,056) | |
Total assets | $ 111,408 | $ 122,820 | $ 111,408 | $ 122,820 |
Subsequent events (Details)
Subsequent events (Details) - Subsequent Event [Member] - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Aug. 01, 2016 | |
Subsequent Event [Line Items] | ||
Percentage Of Outstanding Shares Distributed | 100.00% | |
Record date for distribution | Jul. 22, 2016 | |
Number of common stock distributed | 20,230,000 | |
Aptevo [Member] | ||
Subsequent Event [Line Items] | ||
Unsecured Debt - Aptevo Promissory Note | $ 20 |