Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 17, 2017 | Jun. 30, 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 Public Float | $ 920,000,000 | ||
Entity Common Stock, Shares Outstanding | 40,687,639 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 271,513 | $ 308,304 |
Accounts receivable, net | 138,478 | 113,906 |
Inventories | 74,002 | 60,887 |
Income tax receivable, net | 9,996 | 6,573 |
Prepaid expenses and other current assets | 16,229 | 18,458 |
Current assets of discontinued operations | 0 | 29,282 |
Total current assets | 510,218 | 537,410 |
Property, plant and equipment, net | 376,448 | 327,808 |
In-process research and development | 0 | 701 |
Intangible assets, net | 33,865 | 40,758 |
Goodwill, net book value | 41,001 | 41,001 |
Deferred tax assets, net | 6,096 | 11,286 |
Other assets | 2,483 | 2,155 |
Non-current assets of discontinued operations | 0 | 76,365 |
Total assets | 970,111 | 1,037,484 |
Current liabilities: | ||
Accounts payable | 34,649 | 37,970 |
Accrued expenses and other current liabilities | 6,368 | 6,207 |
Accrued compensation | 34,537 | 31,998 |
Notes payable, current portion | 20,000 | 0 |
Contingent purchase consideration, current portion | 3,266 | 2,109 |
Short-term deferred revenue | 7,036 | 3,979 |
Current liabilities of discontinued operations | 0 | 17,348 |
Total current liabilities | 105,856 | 99,611 |
Contingent purchase consideration, net of current portion | 9,919 | 23,046 |
Long-term indebtedness, net of current portion | 248,094 | 246,892 |
Deferred revenue, net of current portion | 8,433 | 3,426 |
Other liabilities | 1,604 | 1,258 |
Non-current liabilities of discontinued operations | 0 | 3,234 |
Total liabilities | 373,906 | 377,467 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 15,000,000 shares authorized, 0 shares issued and outstanding at both December 31, 2016 and December 31, 2015 | 0 | 0 |
Common stock, $0.001 par value; 200,000,000 shares authorized, 40,996,890 shares issued and 40,574,060 shares outstanding at December 31, 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 December 31, 2016 and December 31, 2015 | (6,420) | (6,420) |
Additional paid-in capital | 352,435 | 317,971 |
Accumulated other comprehensive loss | (4,331) | (2,713) |
Retained earnings | 254,480 | 351,139 |
Total stockholders' equity | 596,205 | 660,017 |
Total liabilities and stockholders' equity | $ 970,111 | $ 1,037,484 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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) | 40,996,890 | 39,829,408 |
Common stock, shares outstanding (in shares) | 40,574,060 | 39,406,578 |
Treasury stock (in shares) | 422,830 | 422,830 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues: | |||
Product sales | $ 296,278 | $ 328,969 | $ 281,845 |
Contract manufacturing | 49,138 | 42,968 | 30,944 |
Contracts and grants | 143,366 | 117,394 | 91,677 |
Total revenues | 488,782 | 489,331 | 404,466 |
Operating expenses: | |||
Cost of product sales and contract manufacturing | 131,284 | 107,486 | 101,963 |
Research and development | 108,290 | 119,186 | 104,721 |
Selling, general and administrative | 143,686 | 121,145 | 108,594 |
Income from operations | 105,522 | 141,514 | 89,188 |
Other income (expense): | |||
Interest income | 1,053 | 572 | 320 |
Interest expense | (7,617) | (6,523) | (8,240) |
Other income (expense), net | 263 | 153 | 2,926 |
Total other income (expense) | (6,301) | (5,798) | (4,994) |
Income from continuing operations before provision for income taxes | 99,221 | 135,716 | 84,194 |
Provision for income taxes | 36,697 | 44,300 | 29,928 |
Net Income from continuing operations | 62,524 | 91,416 | 54,266 |
Loss from discontinued operations (net of tax) | (10,748) | (28,546) | (17,525) |
Net income | $ 51,776 | $ 62,870 | $ 36,741 |
Net income per share - basic: | |||
Net income from continuing operations-basic | $ 1.56 | $ 2.37 | $ 1.45 |
Net loss from discontinued operations-basic | (0.27) | (0.74) | (0.47) |
Net income per share - basic (in dollars per share) | 1.29 | 1.63 | 0.98 |
Net income per share - diluted: | |||
Net income per share from continuing operations-diluted | 1.35 | 2.02 | 1.26 |
Net loss per share from discontinued operations-diluted | (0.22) | (0.61) | (0.38) |
Net income per share-diluted | $ 1.13 | $ 1.41 | $ 0.88 |
Weighted-average number of shares - basic (in shares) | 40,184,159 | 38,595,435 | 37,344,891 |
Weighted-average number of shares - diluted (in shares) | 49,335,112 | 47,255,842 | 45,802,807 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statements of Comprehensive Income [Abstract] | |||
Net income | $ 51,776 | $ 62,870 | $ 36,741 |
Reclassification of cumulative currency translation adjustment to income, net of tax | |||
Foreign currency translations, net of tax | (1,618) | 295 | 457 |
Comprehensive income | $ 50,158 | $ 63,165 | $ 37,198 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 51,776 | $ 62,870 | $ 36,741 |
Adjustments to reconcile to net cash provided by operating activities: | |||
Stock-based compensation expense | 18,477 | 15,848 | 12,829 |
Other Depreciation and Amortization | 38,229 | 35,335 | 32,453 |
Deferred income taxes | 5,190 | 3,464 | 16,493 |
Change in fair value of contingent obligations | (10,838) | (10,599) | 3,133 |
Write off of debt issuance costs | 0 | 0 | 1,831 |
Impairment of in-process research and development | 701 | 9,827 | 0 |
Impairment and abandonment of long-lived assets | 5,569 | 1,147 | 0 |
Bad debt expense | 0 | 3,481 | 0 |
Excess tax benefits from stock-based compensation | (10,619) | (11,281) | (5,987) |
Other | 452 | 271 | 1,284 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (22,446) | (64,351) | 21,405 |
Inventories | (9,026) | (11,262) | 4,229 |
Income taxes | (4,560) | (3,550) | (4,711) |
Prepaid expenses and other assets | (2,089) | 2,319 | (8,472) |
Accounts payable | (14,791) | 4,749 | (9,279) |
Accrued expenses and other liabilities | 624 | 45 | 2,685 |
Accrued compensation | 2,236 | 2,680 | 4,539 |
Provision for chargebacks | 0 | (8) | 299 |
Deferred revenue | 4,602 | 3,474 | 2,846 |
Net cash provided by operating activities | 53,487 | 44,459 | 112,318 |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (76,257) | (44,812) | (30,673) |
Acquisitions, net of acquired cash | 0 | (650) | (179,379) |
Net cash used in investing activities | (76,257) | (45,462) | (210,052) |
Cash flows from financing activities: | |||
Proceeds from convertible debenture, net of bank fees | 0 | 0 | 241,588 |
Proceeds from borrowings on long-term indebtedness | 0 | 2,000 | 1,000 |
Issuance of common stock subject to employee equity plans | 17,125 | 25,961 | 14,078 |
Excess tax benefits from stock-based compensation | 10,619 | 11,281 | 5,987 |
Principal payments on long-term indebtedness and line of credit | 0 | 0 | (62,000) |
Distribution to Aptevo | (45,000) | 0 | 0 |
Contingent obligation payments | (1,385) | (5,693) | (1,579) |
Purchase of treasury stock | 0 | (100) | (200) |
Net cash (used in) provided by financing activities | (18,641) | 33,449 | 198,874 |
Effect of exchange rate changes on cash and cash equivalents | 129 | (150) | 21 |
Net (decrease) increase in cash and cash equivalents | (41,282) | 32,296 | 101,161 |
Cash and cash equivalents at beginning of year | 312,795 | 280,499 | 179,338 |
Cash and cash equivalents at end of year | 271,513 | 312,795 | 280,499 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the year for interest | 8,210 | 7,751 | 3,761 |
Cash paid during the year for income taxes | 10,081 | 28,271 | 4,711 |
Supplemental information on non-cash investing and financing activities: | |||
Purchases of property, plant and equipment unpaid at year end | $ 13,459 | $ 4,379 | $ 5,394 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Thousands | $0.001 Par Value Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Loss [Member] | Noncontrolling Interest in Subsidiary [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2013 | $ 37 | $ 247,637 | $ (6,119) | $ (3,465) | $ (453) | $ 251,528 | $ 489,165 |
Balance (in shares) at Dec. 31, 2013 | 37,036,996 | (412,953) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Employee equity award plans activity | $ 1 | 26,585 | 0 | 0 | 0 | 26,586 | |
Employee equity award plans activity (in shares) | 1,092,876 | ||||||
Non-cash development expenses from joint venture | 453 | 0 | 453 | ||||
Treasury stock | $ (201) | 0 | 0 | (201) | |||
Treasury stock (in shares) | (7,236) | ||||||
Net income | 0 | 36,741 | 36,741 | ||||
Foreign currency translations, net of tax | 457 | 0 | 0 | 457 | |||
Balance at Dec. 31, 2014 | $ 38 | 274,222 | $ (6,320) | (3,008) | 0 | 288,269 | 553,201 |
Balance (in shares) at Dec. 31, 2014 | 38,129,872 | (420,189) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Employee equity award plans activity | $ 2 | 43,749 | 0 | 0 | 0 | 43,751 | |
Employee equity award plans activity (in shares) | 1,699,536 | ||||||
Treasury stock | $ (100) | 0 | 0 | (100) | |||
Treasury stock (in shares) | (2,641) | ||||||
Net income | 0 | 0 | 62,870 | 62,870 | |||
Foreign currency translations, net of tax | 295 | 0 | 0 | 295 | |||
Balance at Dec. 31, 2015 | $ 40 | 317,971 | $ (6,420) | (2,713) | 0 | 351,139 | $ 660,017 |
Balance (in shares) at Dec. 31, 2015 | 39,829,408 | (422,830) | 39,406,578 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Employee equity award plans activity | $ 1 | 34,464 | 0 | 0 | 0 | $ 34,465 | |
Employee equity award plans activity (in shares) | 1,167,482 | ||||||
Separation of Aptevo | (148,435) | (148,435) | |||||
Treasury stock | $ 0 | 0 | 0 | 0 | |||
Treasury stock (in shares) | 0 | ||||||
Net income | 0 | 0 | 51,776 | 51,776 | |||
Foreign currency translations, net of tax | (1,618) | 0 | 0 | (1,618) | |||
Balance at Dec. 31, 2016 | $ 41 | $ 352,435 | $ (6,420) | $ (4,331) | $ 0 | $ 254,480 | $ 596,205 |
Balance (in shares) at Dec. 31, 2016 | 40,996,890 | (422,830) | 40,574,060 |
Nature of the business and orga
Nature of the business and organization | 12 Months Ended |
Dec. 31, 2016 | |
Nature of the business and organization [Abstract] | |
Nature of the business and organization | 1. Nature of the business and organization Organization and business Emergent BioSolutions Inc. (the "Company" or "Emergent") is a global life sciences company seeking to protect and enhance life by focusing on providing specialty products for civilian and military populations that address accidental, intentional and naturally emerging public health threats. The Company is We have a portfolio of six revenue-generating products, as well as a pipeline of various investigational stage product candidates addressing select aspects of CBRN and EID threats. The U.S. government is the primary purchaser of our products and provides us with substantial funding for the development of many of our product candidates. A unique attribute of our investigational stage product portfolio is that many of our candidates are under an active development contract with significant funding from the U.S. government. Our marketed products are: § BioThrax ® § Anthrasil ® § BAT ® § VIGIV [Vaccinia Immune Globulin Intravenous (Human)], the only therapeutic licensed by the FDA to address certain complications from smallpox vaccination; § RSDL ® § Tro bigard™ (atropine sulfate, obidoxime chloride), of atropine sulfate and obidoxime chloride, a nerve agent countermeasure. This product has not been approved by the FDA or any other regulatory agency, is not promoted or distributed in the U.S., and is only sold to non-U.S. authorized government buyers. We also provide contract manufacturing services to third-party customers. We perform pharmaceutical product development and filling services for injectable and other sterile products, as well as process design, technical transfer, manufacturing validation, laboratory support, aseptic filling, lyophilization, final packaging and accelerated and ongoing stability studies. Aptevo spin-off On August 6, 2015, the Company announced its plan to separate into two independent publicly-traded companies. On August 1, 2016, the Company accomplished this plan through the completion of the spin-off of Aptevo Therapeutics Inc. ("Aptevo"), a biotechnology company focused on novel oncology and hematology therapeutics to meaningfully improve patients' lives. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary of significant accounting policies [Abstract] | |
Summary of significant accounting policies | 2. Summary of significant accounting policies Basis of presentation and consolidation The accompanying consolidated financial statements include the accounts of Emergent and its wholly owned and majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. 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. As of December 31, 2016, the results of operations and financial position of Aptevo are reflected as discontinued operations for all periods presented through the date of the spin-off. The historical financial statements and footnotes have been revised accordingly. See Note 3. "Discontinued operations" for further details regarding the spin-off. For periods following the spin-off, the Company reports financial results under one business segment. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents Cash equivalents are highly liquid investments with a maturity of 90 days or less at the date of purchase and consist of time deposits and investments in money market funds with commercial banks and financial institutions. Also, the Company maintains cash balances with financial institutions in excess of insured limits. The Company does not anticipate any losses with such cash balances. Fair value of measurements The Company measures and records cash equivalents and investment securities considered available-for-sale at fair value in the accompanying financial statements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value include: Level 1 — Observable inputs for identical assets or liabilities such as quoted prices in active markets; Level 2 — Inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3 — Unobservable inputs in which little or no market data exists, which are therefore developed by the Company using estimates and assumptions that reflect those that a market participant would use. The carrying amounts of the Company's short-term financial instruments, which include cash and cash equivalents, accounts receivable and accounts payable, approximate their fair values due to their short maturities. Significant customers and accounts receivable The Company has derived a majority of its revenue from sales of BioThrax under contracts with the U.S. government. The Company's current Centers for Disease Control ("CDC"), an operating division of the U.S. Department of Health and Human Services ("HHS"), contract does not necessarily increase the likelihood that it will secure future comparable contracts with the U.S. government. The Company expects that a significant portion of the business that it will seek in the near future, in particular for BioThrax, will be under government contracts that present a number of risks that are not typically present in the commercial contracting process. U.S. government contracts for BioThrax are subject to unilateral termination or modification by the government. The Company may fail to achieve significant sales of BioThrax to customers in addition to the U.S. government, which would harm its growth opportunities. The Company may not be able to sustain or increase profitability. The Company may not be able to manufacture BioThrax consistently in accordance with FDA specifications. For the years ended December 31, 2016, 2015 and 2014, the Company's primary customer was the HHS. For the years ended December 31, 2016, 2015 and 2014, revenues from HHS and HHS agencies comprised 83%, 86% and 83%, respectively, of total revenues. As of December 31, 2016 and 2015, the Company's accounts receivable balances were comprised of 83% and 83%, respectively, from this customer. The overall increase in the percentage of accounts receivable attributed to HHS was due primarily to the timing of payments received for BioThrax product sales under the Company's contract with the CDC. As of December 31, 2016 and 2015, unbilled accounts receivable, which is included in accounts receivable, were $48.0 million and $18.2 million, respectively. Unbilled accounts receivable relates to various service contracts for which work has been performed, though invoicing has not yet occurred. Accounts receivable are stated at invoice amounts and consist primarily of amounts due from the U.S. government, as well as amounts due under reimbursement contracts with other government entities and non-government organizations. If necessary, the Company records a provision for doubtful receivables to allow for any amounts which may be unrecoverable. This provision is based upon an analysis of the Company's prior collection experience, customer creditworthiness and current economic trends. Concentrations of credit risk and uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with high quality financial institutions. Management believes that the financial risks associated with its cash and cash equivalents are minimal. Because accounts receivable consist primarily of amounts due from the U.S. government for product sales and from government agencies under government grants and development contracts, management deems there to be minimal credit risk. Inventories Inventories are stated at the lower of cost or net realizable value with cost being determined using a standard cost method, which approximates average cost. Average cost consists primarily of material, labor and manufacturing overhead expenses (including fixed production-overhead costs) and includes the services and products of third party suppliers. The Company analyzes its inventory levels quarterly and writes down, in the applicable period, inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value and inventory in excess of expected customer demand. The Company also writes off, in the applicable period, the costs related to expired inventory. Costs of purchased inventories are recorded using weighted-average costing. The Company determines normal capacity for each production facility and allocates fixed production-overhead costs on that basis. Property, plant and equipment Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method over the following estimated useful lives: Buildings 31-39 years Building improvements 10-39 years Furniture and equipment 3-15 years Software 3-7 years or product life Leasehold improvements Lesser of the asset life or lease term Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to operations. Repairs and maintenance costs are expensed as incurred. The Company capitalizes internal-use software when both (a) the software is internally developed, acquired, or modified solely to meet the entity's internal needs and (b) during the software's development or modification, no substantive plan either exists or is being developed to market the software externally. Capitalization of qualifying internal-use software costs begins when the preliminary project stage is completed, management with the relevant authority, implicitly or explicitly, authorizes and commits to the funding of the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. Income taxes Income taxes are accounted for using the liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and research and development tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The Company's ability to realize deferred tax assets depends upon future taxable income as well as the limitations discussed below. For financial reporting purposes, a deferred tax asset must be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized prior to expiration. The Company considers future taxable income and ongoing tax planning strategies in assessing the need for valuation allowances. In general, if the Company determines that it is more likely than not to realize more than the recorded amounts of net deferred tax assets in the future, the Company will reverse all or a portion of the valuation allowance established against its deferred tax assets, resulting in a decrease to the provision for income taxes in the period in which the determination is made. Likewise, if the Company determines that it is not more likely than not to realize all or part of the net deferred tax asset in the future, the Company will establish a valuation allowance against deferred tax assets, with an offsetting increase to the provision for income taxes, in the period in which the determination is made. Under sections 382 and 383 of the Internal Revenue Code, if an ownership change occurs with respect to a "loss corporation", as defined, there are annual limitations on the amount of net operating losses and deductions that are available. The Company believes the use of net operating losses and research and development tax credits acquired in the Trubion acquisition will not be significantly limited. Due to the acquisition of Microscience in 2005 and the Company's initial public offering, the Company believes the use of the operating losses incurred prior to 2005 will be significantly limited. Because tax laws are complex and subject to different interpretations, significant judgment is required. As a result, the Company makes certain estimates and assumptions, in (1) calculating the Company's income tax expense, deferred tax assets and deferred tax liabilities, (2) determining any valuation allowance recorded against deferred tax assets and (3) evaluating the amount of unrecognized tax benefits, as well as the interest and penalties related to such uncertain tax positions. The Company's estimates and assumptions may differ significantly from tax benefits ultimately realized. Revenue recognition The Company recognizes revenues from product sales and contract manufacturing  there is persuasive evidence of an arrangement;  delivery has occurred or title has passed to the Company's customer;  the fee is fixed or determinable; and  collectability is reasonably assured. Under the Company's contracts with the CDC, the Company invoices the CDC and recognizes the related revenue upon acceptance by the government at delivery site, at which time title to the product passes to the CDC. Agreements with multiple components ("deliverables" or "items") are evaluated to determine if the deliverables can be divided into more than one unit of accounting. An item can generally be considered a separate unit of accounting if both of the following criteria are met: (1) the delivered item or items have value to the customer on a standalone basis. The item or items have value on a standalone basis if they are sold separately by any vendor or the customer could resell the delivered item(s) on a standalone basis. In the context of a customer's ability to resell the delivered item(s), this criterion does not require the existence of an observable market for the deliverable(s); and (2) if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in control of the Company. Items that cannot be divided into separate units are combined with other units of accounting, as appropriate. Consideration received is allocated among the separate units based on the relative selling price of each deliverable. The Company deems service to have been rendered if no continuing obligation exists on the part of the Company. The Company's contract with the Biomedical Advanced Research and Development Authority ("BARDA") to establish a Center for Innovation in Advanced Development and Manufacturing ("CIADM") is a service arrangement that includes multiple elements. The CIADM contract requires the Company to provide a flexible infrastructure to supply medical countermeasures to the U.S. government over the contract period and includes such items as construction and facility design, workforce development and licensure of a pandemic flu vaccine. Since none of the individual elements by themselves satisfy the purpose of the contract, the Company has concluded that the CIADM contract elements cannot be separated as they do not have stand-alone value to the U.S. government. Therefore, the Company has concluded that there is a single unit of accounting associated with the CIADM contract. The Company recognizes revenue under the CIADM contract on a straight-line basis, based upon its estimate of the total payments to be received under the contract. The Company analyzes the estimated payments to be received on a quarterly basis to determine if an adjustment to revenue is required. Changes in estimates attributed to modifications in the estimate of total payments to be received are recorded prospectively. The Company's BAT contract with BARDA is a service arrangement that includes multiple elements. The deliverables to BARDA include the supply product to the SNS, perform stability testing for the product, achievement of extended product expiry dating, maintenance of horse populations and plasma extraction. The Company has determined that each of the deliverables above represents a separate units of accounting as they have standalone value to the U.S. government. The Company allocated the value of the contract to the undelivered elements based on best estimate of selling price ("BESP"). BESP methodology for the deliverables, excluding the product sales, was developed using a cost build-up for internal and external costs, plus a specified mark-up. The allocation of value to the product sales was based on the remaining unallocated value. The Company intends to complete the final delivery of the BAT product in 2017. The Company recognizes revenue for: § BAT product sales upon delivery to the SNS; § stability testing based on the required testing schedule of the product; § extended product expiry based on achievement of the extension; § horse maintenance based on a per horse basis; and § plasma collection on a per liter basis. The Company's contracts for VIGIV with the CDC and for Anthrasil with BARDA are service arrangements that include multiple elements. The deliverables to BARDA include to supply product to the SNS, perform stability testing for the product, achievement of extended product expiry dating and plasma extraction. The Company has determined that each of the deliverables above represents separate units of accounting as they have standalone value to the U.S. government. The Company allocated the value of the contract to the undelivered elements based on best estimate of selling price ("BESP"). BESP methodology for the deliverables, excluding the product sales, was developed using a cost build-up for internal and external costs, plus a specified mark-up. The allocation of value to the product sales was based on the remaining unallocated value. The Company recognizes revenue for: § VIGIV and Anthrasil product sales upon delivery to the CDC; § stability testing based on the required testing schedule of the product; § extended product expiry based on achievement of the extension; and § plasma collection on a per liter basis. The Company's contract for the NuThrax product candidate with BARDA, which was entered into on September 30, 2016 is a service arrangement that includes multiple elements. The deliverables to BARDA are the completion of development for NuThrax and the procurement of product for the SNS. The Company has determined that each of the deliverables above are a separate unit of accounting as they have standalone value to the U.S. government. The Company allocated the value of the contract to the undelivered elements based on best estimate of selling price ("BESP"). BESP methodology for the development deliverable was developed using a cost build-up for internal and external costs, plus a specified mark-up. The allocation of value to the product sales was based on the remaining unallocated value. Revenue associated with non-refundable upfront license fees under arrangements where the license fees and research and development activities cannot be accounted for as separate units of accounting is deferred and recognized as revenue either on a straight-line basis over the Company's continued involvement in the research and development process or based on the proportional performance of the Company's expected future obligation under the contract. Revenues from the achievement of research and development milestones, if deemed substantive, are recognized as revenue when the milestones are achieved, and the milestone payments are due and collectible. If not deemed substantive, the Company recognizes such milestone as revenue on a straight-line basis over the remaining expected term of continued involvement in the research and development process. Milestones are considered substantive if all of the following conditions are met: (1) the milestone is non-refundable, (2) achievement of the milestone was not reasonably assured at the inception of the arrangement, (3) substantive effort is involved to achieve the milestone, and (4) the amount of the milestone appears reasonable in relation to the effort expended. Payments received in advance of work performed are recorded as deferred revenue. The Company generates contracts and grants revenue from cost-plus-fee contracts. Revenues from reimbursable contracts are recognized as costs are incurred, generally based on allowable costs incurred during the period, plus any recognizable earned fee. The Company considers fixed fees under cost-plus-fee contracts to be earned in proportion to the allowable costs incurred in performance of the contract. The Company analyzes costs for contracts and reimbursable grants to ensure reporting of revenues gross versus net is appropriate. For each of the three years in the period ended December 31, 2016, the costs incurred under the contracts and grants approximated the revenue earned. Research and development We expense research and development costs as incurred. Our research and development expenses consist primarily of: § personnel-related expenses; § fees to professional service providers for, among other things, analytical testing, independent monitoring or other administration of our clinical trials and obtaining and evaluating data from our clinical trials and non-clinical studies; § costs of contract manufacturing services for clinical trial material; and § costs of materials used in clinical trials and research and development. We intend to focus on developing innovative products based on our platforms with a focus on third-party funding. We plan to seek funding for development activities from external sources and third parties, such as governments and non-governmental organizations, or through collaborative partnerships. We expect our research and development spending will be dependent upon such factors as the results from our clinical trials, the availability of reimbursement of research and development spending, the number of product candidates under development, the size, structure and duration of any clinical programs that we may initiate, the costs associated with manufacturing our product candidates on a large-scale basis for later stage clinical trials, and our ability to use or rely on data generated by government agencies, such as studies involving BioThrax conducted by the CDC. Mergers and Acquisitions In a business combination, the acquisition method of accounting requires that the assets acquired and liabilities assumed be recorded as of the date of the merger or acquisition at their respective fair values with limited exceptions. Assets acquired and liabilities assumed in a business combination that arise from contingencies are recognized at fair value if fair value can reasonably be estimated. If the acquisition date fair value of an asset acquired or liability assumed that arises from a contingency cannot be determined, the asset or liability is recognized if probable and reasonably estimable; if these criteria are not met, no asset or liability is recognized. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Accordingly, the Company may be required to value assets at fair value measures that do not reflect the Company's intended use of those assets. Any excess of the purchase price (consideration transferred) over the estimated fair values of net assets acquired is recorded as goodwill. Transaction costs and costs to restructure the acquired company are expensed as incurred. The operating results of the acquired business are reflected in the Company's consolidated financial statements after the date of the merger or acquisition. If the Company determines the assets acquired do not meet the definition of a business under the acquisition method of accounting, the transaction will be accounted for as an acquisition of assets rather than a business combination and, therefore, no goodwill will be recorded. The fair values of intangible assets, including acquired in-process research and development ("IPR&D"), are determined utilizing information available at or near the merger or acquisition date based on expectations and assumptions that are deemed reasonable by management. Given the considerable judgment involved in determining fair values, the Company typically obtains assistance from third-party valuation specialists for significant items. Amounts allocated to acquired IPR&D are capitalized and accounted for as indefinite-lived intangible assets. Upon successful completion of each project, the Company will make a separate determination as to the remaining useful life of the asset and begin amortization. The judgments made in determining estimated fair values assigned to assets acquired and liabilities assumed in a business combination, as well as asset lives, can materially affect the Company's results of operations. The fair values of identifiable intangible assets related to currently marketed products and product rights are primarily determined by using an "income approach" through which fair value is estimated based on each asset's discounted projected net cash flows. The Company's estimates of market participant net cash flows consider historical and projected pricing, margins and expense levels, the performance of competing products where applicable, relevant industry and therapeutic area growth drivers and factors, current and expected trends in technology and product life cycles, the time and investment that will be required to develop products and technologies, the ability to obtain marketing and regulatory approvals, the ability to manufacture and commercialize the products, the extent and timing of potential new product introductions by the Company's competitors, and the life of each asset's underlying patent, if any. The net cash flows are then probability-adjusted where appropriate to consider the uncertainties associated with the underlying assumptions, as well as the risk profile of the net cash flows utilized in the valuation. The probability-adjusted future net cash flows of each product are then discounted to present value utilizing an appropriate discount rate. The fair values of identifiable intangible assets related to IPR&D are determined using an income approach, through which fair value is estimated based on each asset's probability-adjusted future net cash flows, which reflect the different stages of development of each product and the associated probability of successful completion. The net cash flows are then discounted to present value using an appropriate discount rate. Indefinite-lived intangible assets are tested for impairment annually or whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. In process research and development and long-lived assets The Company assesses IPR&D assets for impairment on an annual basis or more frequently if indicators of impairment are present. The Company's annual assessment includes a comparison of the fair value of IPR&D assets to existing carrying value, and recognizes an impairment when the carrying value is greater than the determined fair value. The Company believes that the assumptions used in valuing the intangible and IPR&D assets are reasonable and are based upon its best estimate of likely outcomes of sales and clinical development. The underlying assumptions and estimates used to value these assets are subject to change in the future, and actual results may differ significantly from the assumptions and estimates. The Company has selected October 1 as its annual impairment test date for indefinite-lived intangible assets. The Company assesses the recoverability of its long-lived assets or asset groups for which an indicator of impairment exists by determining whether the carrying value of such assets can be recovered through undiscounted future operating cash flows. If the Company concludes that the carrying value will not be recovered, the Company measures the amount of such impairment by comparing the fair value to the carrying value of the assets or asset groups. Goodwill The Company assesses the carrying value of goodwill on an annual basis, or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable, The determination of the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. The estimates and assumptions used in calculating fair value include identifying future cash flows, which requires that the Company makes a number of critical legal, economic, market and business assumptions that reflect best estimates as of the testing date. The Company's assumptions and estimates may differ significantly from actual results, or circumstances could change that would cause the Company to conclude that an impairment now exists or that it previously understated the extent of impairment. The Company selected October 1 as its annual impairment test date. Contingent Consideration The Company records contingent consideration associated with (a) sales based royalties and (b) development and regulatory milestones at fair value. The fair value model used to calculate this obligation is based on the income approach (a discounted cash flow model) that has been risk adjusted based on the probability of achievement of net sales and achievement of the milestones. The inputs the Company uses for determining the fair value of the contingent consideration associated with sales based royalties and development and regulatory milestones are Level 3 fair value measurements. The Company re-evaluates the fair value on a quarterly basis. Changes in the fair value can result from adjustments to the discount rates and updates in the assumed timing of or achievement of net sales. Any future increase in the fair value of the contingent consideration associated with sales based royalties along with development and regulatory milestones are based on an increased likelihood that the underlying net sales or milestones will be achieved. The associated payment or payments which will become due and payable for sales based royalties associated with marketed products will result in a charge to cost of product sales and contract manufacturing in the period in which the increase is determined. Similarly, any future decrease in the fair value of contingent consideration associated with sales based royalties will result in a reduction in cost of product sales and contract manufacturing. The changes in fair value for potential future sales based royalties associated with product candidates in development will result in a charge to selling, general and administrative expense in the period in which the increase is determined. Similarly, any future decrease in the fair value of contingent consideration associated with potential future sales based royalties for products candidates will result in a reduction in selling, general and administrative expense. The associated payment or payments which will become due and payable for development and regulatory milestones will result in a charge to research and development expense in the period in which the increase is determined. Similarly, any future decrease in the fair value for development and regulatory milestones will result in a reduction in research and development expense. Earnings per share The Company calculates basic earnings per share by dividing net income by the weighted average number of shares of common stock outstanding during the period. For the years ended December 31, 2016, 2015 and 2014, the Company calculated diluted earnings per share using the if-converted method by dividing the adjusted net income by the adjusted 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 (the "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 Notes, each at the beginning of the period. Accounting for stock-based compensation The Company has two 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" and together with the 2006 Plan, the "Emergent Plans"). The Company has granted options to purchase shares of common stock under the Emergent Plans and has granted restricted stock units under the 2006 Plan. The Emergent Plans have both incentive and non-qualified stock option features. The Company no longer grants equity awards under the 2004 Plan. As of December 31, 2016, an aggregate of 18.9 million shares of common stock were authorized for issuance under the 2006 Plan, of which a total of approximately 6.1 million shares of common stock remain available for future awards to be made to plan participants. The exercise price of each option must be not less than 100% of the fair market value of the shares underlying such option on the date of grant. Awards granted under the 2006 Plan have a contractual life |
Discontinued operations
Discontinued operations | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued operations [Abstract] | |
Discontinued operations | 3. Discontinued operations On August 1, 2016, the Company completed the spin-off of Aptevo through The historical balance sheet and statements of operations of Aptevo have been presented as discontinued operations in the consolidated financial statements and prior periods have been restated. Discontinued operations include results of Aptevo's business except for certain allocated corporate overhead costs and certain costs associated with transition services provided by the Company to Aptevo. These allocated costs remain part of continuing operations. Due to differences between the basis of presentation for discontinued operations and the basis of presentation as a stand-alone company, the financial results of Aptevo included within discontinued operations for the Company may not be indicative of actual financial results of Aptevo. In conjunction with the spin-off, the Company entered into a Separation and Distribution Agreement with Aptevo to effect the separation of Aptevo from the Company (the "Separation"). The Company also entered into various other agreements to provide a framework for its relationship with Aptevo after the Separation, including a manufacturing services agreement, transition services agreement, a tax matters agreement and an employee matters agreement. The Separation and Distribution Agreement with Aptevo sets forth, among other things, the assets that were transferred, the liabilities assumed, and the contracts that were assigned to each of Aptevo and the Company as part of the Separation of the Company into two companies, and provided for when and how these transfers, assumptions and assignments were to occur. Under the terms of the manufacturing services agreement, the Company agreed to provide contract manufacturing services for certain of Aptevo's products commencing on the date of the Distribution. The contract has a term of ten years. As of December 31, 2016, approximately $0.8 million of contract manufacturing services revenue is associated with the provision of services to Aptevo. Under the terms of the transition services agreement, the Company agreed to provide on an interim, transitional basis, various services, including, but not limited to, accounts payable administration, information technology services, regulatory and clinical support, general administrative services and other support services commencing on the date of the Distribution and terminating up to two years following the date of the Distribution. During the year ended December 31, 2016, approximately $1.1 million of transition services revenue has been recorded in contracts and grants. The tax matters agreement governs the respective rights, responsibilities and obligations of Aptevo and the Company with respect to taxes (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the Distribution and certain related transactions to qualify as tax-free for U.S. federal income tax purposes), tax attributes, tax returns, tax proceedings and certain other tax matters. The employee matters agreement governs certain compensation and employee benefit obligations and allocates liabilities and responsibilities relating to employment matters, employee compensation and benefit plans and programs and other related matters, including the transfer or assignment of employees from the Company to Aptevo. The following table represents the carrying value of Aptevo's assets and liabilities distributed as part of the Separation on August 1, 2016: (in thousands) August 1, 2016 Assets: Cash and cash equivalents $ 45,000 Accounts receivable, net 4,465 Inventories 11,959 Note receivable 20,000 Other current assets 4,870 Current assets of discontinued operations 86,294 Property, plant and equipment, net 6,128 In-process research and development 41,800 Intangible assets, net 15,402 Goodwill 13,902 Non-current assets of discontinued operations 77,232 Total assets of discontinued operations $ 163,526 Liabilities: Accounts payable $ 6,285 Accrued expenses and other current liabilities 64 Accrued compensation 2,456 Contingent consideration 191 Provisions for chargebacks 2,341 Deferred revenue, current portion 433 Current liabilities of discontinued operations 11,770 Deferred revenue, net of current portion 3,232 Other liabilities 91 Non-current liabilities of discontinued operations 3,323 Total liabilities of discontinued operations $ 15,093 The following table represents Aptevo's assets and liabilities presented as discontinued operations and classified as held-for-disposition as of December 31, 2015: (in thousands) December 31, 2015 Assets: Cash and cash equivalents $ 4,492 Accounts receivable, net 6,861 Inventories 16,049 Prepaid expenses and other current assets 1,880 Current assets of discontinued operations 29,282 Property, plant and equipment, net 4,046 In-process research and development 41,800 Intangible assets, net 16,617 Goodwill 13,902 Non-current assets of discontinued operations 76,365 Total assets of discontinued operations $ 105,647 Liabilities: Accounts payable $ 8,134 Accrued expenses and other current liabilities 22 Accrued compensation 2,684 Contingent consideration, current portion 306 Provisions for chargebacks 2,238 Deferred revenue, current portion 3,964 Current liabilities of discontinued operations 17,348 Deferred revenue, net of current portion 3,163 Other liabilities 71 Non-current liabilities of discontinued operations 3,234 Total liabilities of discontinued operations $ 20,582 The following table summarizes results from discontinued operations of Aptevo included in the consolidated statements of operations: Years ended December 31, (in thousands) 2016 2015 2014 Revenues: Product sales $ 21,183 $ 27,947 $ 30,036 Collaborations 187 5,511 15,636 Total revenues 21,370 33,458 45,672 Operating expense: Cost of product sales 11,556 16,809 16,449 Research and development 18,024 34,811 46,108 Selling, general and administrative 23,792 27,313 14,248 Loss from operations (32,002 ) (45,475 ) (31,133 ) Other income (expense), net: (41 ) (472 ) - Loss from discontinued operations before benefit from income taxes (32,043 ) (45,947 ) (31,133 ) Benefit from income taxes (21,295 ) (17,401 ) (13,608 ) Net loss from discontinued operations $ (10,748 ) $ (28,546 ) $ (17,525 ) The following table summarizes the cash flows of Aptevo included in the y ears ended December 31 , Years ended December 31, (in thousands) 2016 2015 2014 Net cash (used in) provided by operating activities $ (10,299 ) $ (12,716 ) $ (14,683 ) Net cash used in investing activities (1,926 ) (1,518 ) (48,822 ) Net cash provided by (used in) financing activities 7,733 15,012 67,219 Net increase (decrease) in cash and cash equivalents $ (4,492 ) $ 778 $ 3,714 |
Fair value measurements
Fair value measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair value measurements [Abstract] | |
Fair value measurements | 4. 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: December 31, 2016 (in thousands) Level 1 Level 2 Level 3 Total Assets: Investment in money market funds (1) $ 10 $ - $ - $ 10 Total assets $ 10 $ - $ - $ 10 Liabilities: Contingent consideration $ - $ - $ 13,185 $ 13,185 Total liabilities $ - $ - $ 13,185 $ 13,185 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 price consideration $ - $ - $ 25,155 $ 25,155 Total liabilities $ - $ - $ 25,155 $ 25,155 (1) Included in cash and cash equivalents in accompanying consolidated balance sheets. As of December 31, 2016 and 2015, the Company did not have any transfers between Level 1 and Level 2 assets or liabilities. For the year ended December 31, 2016 and 2015, the contingent consideration obligation associated with the EV-035 series of molecules and the broad spectrum antiviral platform program decreased by $5.4 million and $9.4 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 the EV-035 series of molecules and the broad spectrum antiviral platform, which are inputs that have no observable market (Level 3), along with the novation of the Defense Threat Reduction Agency ("DTRA") contract for the EV-035 series of molecules. These decreases in the contingent consideration were classified in the Company's statement of operations as both selling, general and administrative expense and research and development expense. During 2015, the Company received novation of the DTRA contract and paid the $4.0 million milestone to Evolva in the second quarter of 2015. For the years ended December 31, 2016 and 2015, the contingent consideration obligations associated with RSDL decreased by $5.4 million and $1.5 million, respectively. The fair value of the RSDL contingent consideration obligations decreased 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). 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 years ended December 31, 2016 and 2015. (in thousands) Balance at December 31, 2014 $ 40,037 (Income) expense included in earnings (10,884 ) Settlements (4,803 ) Purchases, sales and issuances 805 Transfers in/(out) of Level 3 - Balance at December 31, 2015 $ 25,155 (Income) expense included in earnings (10,857 ) Settlements (1,113 ) Purchases, sales and issuances - Transfers in/(out) of Level 3 - Balance at December 31, 2016 $ 13,185 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 December 31, 2016, there were no assets or liabilities measured at fair value on a non-recurring basis. As of December 31, 2015, the in-process research and development asset for the EV-035 series of molecules was measured at fair value on a non-recurring basis. |
Accounts receivable
Accounts receivable | 12 Months Ended |
Dec. 31, 2016 | |
Accounts receivable [Abstract] | |
Accounts receivable | 5. Accounts receivable Accounts receivable consist of the following: December 31, (in thousands) 2016 2015 Billed $ 90,439 $ 95,735 Unbilled 48,039 18,171 Total $ 138,478 $ 113,906 Unbilled accounts receivable has increased by $29.9 million due to the timing of billings to under our contract with the U.S. government related to construction activities at our Bayview site and development work associated with Ebola. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2016 | |
Inventories [Abstract] | |
Inventories | 6. Inventories Inventories consist of the following: December 31, (in thousands) 2016 2015 Raw materials and supplies $ 30,687 $ 21,275 Work-in-process 19,821 32,709 Finished goods 23,494 6,903 Total inventories $ 74,002 $ 60,887 |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, plant and equipment [Abstract] | |
Property, plant and equipment | 7. Property, plant and equipment Property, plant and equipment consist of the following: December 31, (in thousands) 2016 2015 Land and improvements $ 20,340 $ 16,520 Buildings, building improvements and leasehold improvements 147,130 108,908 Furniture and equipment 190,157 129,933 Software 52,564 39,683 Construction-in-progress 77,813 126,531 488,004 421,575 Less: Accumulated depreciation and amortization (111,556 ) (93,767 ) Total property, plant and equipment, net $ 376,448 $ 327,808 For the year ended December 31, 2016, construction-in-progress primarily includes costs related to the build out of the Company's CIADM manufacturing facility. For the year ended December 31, 2015, construction-in-progress primarily included costs related to Building 55, the Company's large-scale manufacturing facility which was placed in service in June 2016. Depreciation and amortization expense was $28.0 million, $23.7 million and $22.3 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
Intangible assets, in-process r
Intangible assets, in-process research and development and goodwill | 12 Months Ended |
Dec. 31, 2016 | |
Intangible assets and in-process research and development [Abstract] | |
Intangible assets, in-process research and development | 8. Intangible assets, in-process research and development and goodwill As of October 1, 2016, the Company performed a The Company completed its annual impairment assessments for its IPR&D assets and goodwill as of October 1, 2015 and determined that the fair value of the Company's IPR&D assets and reporting units was significantly in excess of carrying value. As of October 1, 2015, the Company performed a Intangible assets consisted of the following: (in thousands) Total Cost basis Balance at December 31, 2015 $ 57,099 Additions - Balance at December 31, 2016 $ 57,099 Accumulated amortization Balance at December 31, 2015 $ (16,341 ) Amortization (6,893 ) Balance at December 31, 2016 $ (23,234 ) Net book value at December 31, 2016 $ 33,865 For the years ended December 31, 2016, 2015 and 2014, the Company recorded amortization expense of $6.9 million, $7.4 million and $7.0 million, respectively, for intangible assets, which has been recorded in operating expenses, specifically selling, general and administrative and cost of product sales and contract manufacturing. As of December 31, 2016, the weighted average amortization period remaining for intangible assets is 75 months. Future amortization expense as of December 31, 2016 is as follows: (in thousands) 2017 $ 6,217 2018 6,217 2019 5,738 2020 5,657 2021 and beyond 10,036 Total remaining amortization $ 33,865 The following table is a summary of changes in goodwill by reporting unit: (in thousands) Therapeutics and vaccines Contract manufacturing Medical devices Total Cost Basis Balance at December 31, 2015 $ 24,349 $ 6,736 $ 9,916 $ 41,001 Additions - - - - Balance at December 31, 2016 $ 24,349 $ 6,736 $ 9,916 $ 41,001 In September 2015, the Company received data for the leading molecule in the EV-035 series of molecules, 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. Based on this assessment, the Company recorded a non-cash impairment charge of $9.8 million, which is included in the Company's statement of operations as research and development expense. The remaining carrying value of the EV-035 series of molecules IPR&D asset was $0.7 million as of December 31, 2015. This remaining amount was impaired during the year ended December 31, 2016 based upon delays in the development time line. The impairment assessment was performed using the income approach which discounts expected future cash flows to present value. The projected cash flows for the EV-035 series of molecules were based on key assumptions including: estimates of revenues and operating profits considering its stage of development, 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 FDA and other regulatory agencies, and risks related to the viability of and potential for alternative treatments in any future target markets. As a result of the impairment of the EV-035 series of molecules IPR&D asset, the Company also performed an interim goodwill qualitative impairment assessment of the Vaccines and Therapeutics reporting unit, which contained $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. |
Long-term debt
Long-term debt | 12 Months Ended |
Dec. 31, 2016 | |
Long-term debt [Abstract] | |
Long-term debt | 9. 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 bear interest at a rate of 2.875% per year, payable semi-annually in arrears on January 15 and July 15 of each year. The Notes mature on January 15, 2021, unless earlier purchased by the Company or converted. The original 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. The Company incurred approximately $8.3 million in debt issuance costs associated with the Notes, which has been capitalized on the consolidated balance sheets and is being amortized over seven years. 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 was adjusted in accordance with the terms of the indenture. Effective August 12, 2016, the conversion rate was adjusted to 32.3860 shares of common stock per $1,000 principal amount of notes (which is equivalent to a conversion price of approximately $30.88 per share of common stock). On December 11, 2013, the Company entered into a senior secured credit agreement (the "Credit Agreement") with three lending financial institutions. The Credit Agreement provided for a revolving credit facility of up to $100.0 million through December 11, 2018 (or such earlier date required by the terms of the Credit Agreement). Under the revolving credit facility, the Company is required to pay an unused fee of approximately 0.5% annually, on a quarterly basis. In addition, during the year ended December 31, 2014, the Company expensed $1.8 million of debt issuance cost associated with the term loan facility. As of December 31, 2016 and 2015, no amounts were drawn under the revolving credit facility. The Company's payment obligations under the Credit Agreement are secured by a lien on substantially all of the Company's assets, including the stock of all of the Company's subsidiaries, and the assets of the subsidiary guarantors, including mortgages over certain of their real properties, including the Company's large-scale vaccine manufacturing facility in Lansing, Michigan and the Company's product development and manufacturing facility in Baltimore, Maryland. The Credit Agreement, as amended, contains affirmative and negative covenants customary for financings of this type. Negative covenants in the Credit Agreement limit the Company's ability to, among other things: incur indebtedness (other than the issuance of the Notes) and liens; dispose of assets; make investments including loans, advances or guarantees; and enter into certain mergers or similar transactions. The Credit Agreement also contains financial covenants, tested quarterly and in connection with any triggering events under the Credit Agreement that include the maintenance of: (1) a minimum consolidated debt service coverage ratio of 2.50 to 1.00, (2) a maximum consolidated leverage ratio for the period ending on or prior to September 30, 2014 of 4.00 to 1.00, for the measurement period ending December 31, 2014 of 3.75 to 1.00, and thereafter of 3.50 to 1.00, and (3) a minimum liquidity requirement of $50.0 million. Upon the occurrence and continuance of an event of default under the Credit Agreement, the commitments of the lenders to make loans under the Credit Agreement may be terminated and the Company's payment obligations under the Credit Agreement may be accelerated. The events of default under the Credit Agreement include, among others, subject in some cases to specified cure periods: payment defaults; inaccuracy of representations and warranties in any material respect; defaults in the observance or performance of covenants; bankruptcy and insolvency related defaults; the entry of a final judgment in excess of a threshold amount; change of control; and the invalidity of loan documents relating to the Credit Agreement. The Company was in compliance with these covenants as of December 31, 2016 and 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 as a result of the adoption of ASU No. 2015-03. |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' equity [Abstract] | |
Stockholders' equity | 10. Stockholders' equity Preferred stock The Company is authorized to issue up to 15.0 million shares of preferred stock, $0.001 par value per share ("Preferred Stock"). Any Preferred Stock issued may have dividend rights, voting rights, conversion privileges, redemption characteristics, and sinking fund requirements as approved by the Company's board of directors. Common stock The Company currently has one class of common stock, $0.001 par value per share common stock ("Common Stock"), authorized and outstanding. The Company is authorized to issue up to 200.0 million shares of Common Stock. Holders of Common Stock are entitled to one vote for each share of Common Stock held on all matters, except as may be provided by law. Stock options and restricted stock units As of December 31, 2016, the Company has two 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." On May 19, 2016, the Company's shareholders approved the Fourth Amended and Restated Emergent BioSolutions Inc. 2006 Stock Incentive Plan, and the issuance of 3.8 million shares thereunder. In addition, the Company's shareholders approved an increase in the number of authorized shares of common stock to 200.0 million shares from 100.0 million shares. In connection with the Separation on August 1, 2016 and in accordance with the employee matters agreement and the Emergent Plans, the Company made certain adjustments to the exercise price and number of equity awards. Continuing Emergent employees with equity awards issued prior to Distribution received an equitable adjustment reflecting a revised exercise price and number of equity awards granted. Continuing Aptevo employees who had been granted Emergent equity awards had their grants canceled and reissued as Aptevo equity awards with an adjusted exercise price. The following is a summary of 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 411,698 33.61 - - Exercised (809,638 ) 19.41 (29,699 ) 10.28 Forfeited (96,293 ) 26.67 - - Cancelled (146,986 ) 28.33 - - Equitable adjustment 236,313 22.90 - - Outstanding at December 31, 2016 2,559,331 $ 22.94 - $ - $ 25,348,245 Exercisable at December 31, 2016 1,504,855 $ 19.59 - $ - $ 19,938,451 Options expected to vest at December 31, 2016 849,184 $ 27.46 - $ - $ 4,565,548 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 515,782 34.00 Vested (420,599 ) 24.68 Forfeited (80,428 ) 29.40 Cancelled (107,514 ) 30.90 Equitable adjustment 79,339 28.86 Outstanding at December 31, 2016 875,584 $ 28.94 $ 28,754,179 The weighted average remaining contractual term of options outstanding as of December 31, 2016 and 2015 was 4.0 years and 4.4 years, respectively. The weighted average remaining contractual term of options exercisable as of December 31, 2016 and 2015 was 3.2 years and 3.4 years, respectively. The weighted average grant date fair value of options granted during the years ended December 31, 2016, 2015 and 2014 was $9.24, $8.66 and $8.84, respectively. The total intrinsic value of options exercised during the years ended December 31, 2016, 2015 and 2014 was $15.6 million, $20.2 million and $7.5 million, respectively. The total fair value of awards vested during 2016, 2015 and 2014 was $16.9 million, $14.4 million and $12.3 million, respectively. As of the year ended December 31, 2016, the total compensation cost and weighted average period over which total compensation is expected to be recognized related to unvested equity awards was $18.0 million and 1.86 years, respectively. 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 program 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 the Company's stock plans and for other corporate purposes. As of December 31, 2016, the Company has neither implemented a repurchase plan nor repurchased any shares under this program. Stock-based compensation expense was recorded in the following financial statement line items: Years ended December 31, (in thousands) 2016 2015 2014 Cost of product sales $ 997 $ 1,183 $ 1,145 Research and development 2,297 2,324 2,779 Selling, general and administrative 14,062 11,234 7,830 Continuing operations 17,356 14,741 11,754 Discontinued operations 1,121 1,107 1,075 Total stock-based compensation expense $ 18,477 $ 15,848 $ 12,829 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income taxes [Abstract] | |
Income taxes | 11. Income taxes Significant components of the provisions for income taxes attributable to operations consist of the following: Year ended December 31, (in thousands) 2016 2015 2014 Current Federal $ 29,244 $ 38,957 $ 22,988 State 2,331 2,221 959 International 1,002 2,029 828 Total current 32,577 43,207 24,775 Deferred Federal 9,979 (119 ) 3,332 State (272 ) (111 ) 209 International (5,587 ) 1,323 1,612 Total deferred 4,120 1,093 5,153 Total provision for income taxes $ 36,697 $ 44,300 $ 29,928 The Company's net deferred tax asset (liability) consists of the following: December 31, (in thousands) 2016 2015 Federal losses carryforward $ 4,130 $ 5,394 State losses carryforward 13,682 12,751 Research and development carryforward 3,647 3,545 Scientific research and experimental development credit carryforward 16,594 25,771 Intangible assets - 5,792 Stock compensation 8,389 9,391 Foreign deferrals 58,647 80,920 Inventory reserves 2,273 3,754 Other 5,569 8,484 Deferred tax asset 112,931 155,802 Fixed assets (30,728 ) (31,925 ) Intangible assets (5,882 ) (4,760 ) Other (16,047 ) (17,192 ) Deferred tax liability (52,657 ) (53,877 ) Valuation allowance (54,178 ) (90,639 ) Net deferred tax (liabilities)/ asset $ 6,096 $ 11,286 As of December 31, 2016, the Company currently has approximately $11.8 million ($4.1 million tax effected) in net operating loss carryforwards along with $3.7 million in research and development tax credit carryforwards for U.S. federal tax purposes that will begin to expire in 2026 and 2023, respectively. The U.S. federal tax carryforwards are recorded with no valuation allowance. The Company has $255.1 million ($13.7 million tax effected) in state net operating loss carryforwards, primarily in Maryland, that will begin to expire in 2018. The U.S. state tax loss carryforwards are recorded with a valuation allowance of $191.7 million ($10.3 million tax effected). The Company has approximately $170.3 million ($43.9 million tax effected) in net operating losses from foreign jurisdictions (excluding Canada) that will have an indefinite life unless the foreign entities have a change in the nature or conduct of the business in the three years following a change in ownership. A valuation allowance in respect to these foreign losses has been recorded in the amount of $43.9 million. The Company has approximately $43.6 million ($11.7 million tax effected) in Canadian loss carryforwards which are recorded with no valuation allowance. The Company currently has approximately $0.5 million of Canadian federal scientific research and experimental development credit carryforwards that will begin to expire in 2027. In addition, the Company has approximately $16.1 million in Manitoba scientific research and experimental development credit carryforwards that will begin to expire in 2024. The use of any of these net operating losses and research and development tax credit carryforwards may be restricted due to changes in the Company's ownership. The provision for income taxes differs from the amount of taxes determined by applying the U.S. federal statutory rate to loss before provision for income taxes as a result of the following: Year ended December 31, (in thousands) 2016 2015 2014 US $ 63,330 $ 117,385 $ 76,909 International 35,891 18,331 7,285 Earnings before taxes on income 99,221 135,716 84,194 Federal tax at statutory rates $ 34,738 $ 47,475 $ 29,468 State taxes, net of federal benefit 529 852 650 Impact of foreign operations (9,937 ) (1,640 ) (1,176 ) Change in valuation allowance 10,458 (950 ) 1,091 Effect of foreign rates (720 ) - - Tax credits (1,572 ) (2,088 ) (1,743 ) Other differences 1,823 733 126 Permanent differences 1,378 (82 ) 1,512 Provision for income taxes $ 36,697 $ 44,300 $ 29,928 The effective annual tax rate for the years ended December 31, 2016, 2015 and 2014 was 37%, 33% and 36%, respectively. The increase in the effective annual tax rate in 2016 is primarily related to tax on the sale, within the Company's consolidated group, of assets from Canadian subsidiaries to U.S. subsidiaries in preparation of the spin-off of Aptevo, and a valuation allowance charge recorded in its continuing operations related to Aptevo deferred tax assets prior to the distribution. The Company determined that upon spin-off, the deferred tax assets of Aptevo would be unrealizable. The increase in the effective annual tax rate as a result of the above was partially offset by a release of valuation allowances associated with Canadian Scientific Research and Experimental Development tax credits. Finally, the Company had a shift in the jurisdictional mix of earnings in the current year which contributed to the change in the effective annual tax rate. The Company recognizes interest in interest expense and recognizes potential penalties related to unrecognized tax benefits in selling, general and administrative expense. Of the total unrecognized tax benefits recorded at December 31, 2016 and 2015, $0.5 million and $0.3 million, respectively, is classified as a current liability and $1.3 million and $1.1 million, respectively, is classified as a non-current liability on the balance sheet. The table below presents the gross unrecognized tax benefits activity for 2016, 2015 and 2014: (in thousands) Gross unrecognized tax benefits at December 31, 2013 $ 1,121 Increases for tax positions for prior years 150 Decreases for tax positions for prior years - Increases for tax positions for current year 102 Settlements - Lapse of statute of limitations (125 ) Gross unrecognized tax benefits at December 31, 2014 1,248 Increases for tax positions for prior years 150 Decreases for tax positions for prior years - Increases for tax positions for current year 59 Settlements - Lapse of statute of limitations - Gross unrecognized tax benefits at December 31, 2015 1,457 Increases for tax positions for prior years 5 Decreases for tax positions for prior years - Increases for tax positions for current year 299 Settlements - Lapse of statute of limitations - Gross unrecognized tax benefits at December 31, 2016 $ 1,761 When resolved, substantially all of these reserves would impact the effective tax rate. The Company's federal and state income tax returns for the tax years 2011 to 2015 remain open to examination. The Company's tax returns in the United Kingdom remain open to examination for the tax years 2007 to 2015, and tax returns in Germany remain open indefinitely. The Company's tax returns for Canada remains open to examination for the tax years 2009 to 2015. As of December 31, 2016, the Company's 2011 and 2012 federal income tax returns are under audit. |
Purchase commitment
Purchase commitment | 12 Months Ended |
Dec. 31, 2016 | |
Purchase commitment [Abstract] | |
Purchase commitment | 12. Purchase commitment During 2014 the Company entered into a contract with Norwood Laboratories Inc. ("Norwood") to purchase $15.2 million of raw materials related to the Company's RSDL product. For the years ended December 31, 2016, 2015 and 2014, the Company purchased $4.5 million, $6.2 million and $1.5 million, respectively, of materials under this commitment. |
401(k) savings plan
401(k) savings plan | 12 Months Ended |
Dec. 31, 2016 | |
401(k) savings plan [Abstract] | |
401(k) savings plan | 13. 401(k) savings plan The Company has established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. The 401(k) Plan covers substantially all U.S. employees. Under the 401(k) Plan, employees may make elective salary deferrals. The Company currently provides for matching of qualified deferrals up to 50% of the first 6% of the employee's salary. During the years ended December 31, 2016, 2015, and 2014, the Company made matching contributions of approximately $2.5 million, $2.2 million and $2.1 million, respectively. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related party transactions [Abstract] | |
Related party transactions | 14. 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 per year. The consulting agreement terminated on August 1, 2016. The Company entered into an agreement in February 2009 with an entity controlled by family members of the Company's Executive Chairman to market and sell BioThrax. The agreement was effective as of November 2008 and requires payment based on a percentage of net sales of biodefense products of 17.5% in Saudi Arabia and 15% in Qatar and United Arab Emirates, and reimbursement of certain expenses. No expenses were incurred under this agreement during 2016, 2015 and 2014. |
Earnings per share
Earnings per share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings per share [Abstract] | |
Earnings per share | 15. Earnings per share The following table presents the calculation of basic and diluted net income per share: Years ended December 31, (in thousands, except share and per share data) 2016 2015 2014 Numerator: Net income from continuing operations $ 62,524 $ 91,416 $ 54,266 Interest expense, net of tax 3,255 3,019 2,879 Amortization of debt issuance costs, net of tax 781 868 735 Net income, adjusted from continuing operations 66,560 95,303 57,880 Net loss from discontinued operations (10,748 ) (28,546 ) (17,525 ) Net income, adjusted $ 55,812 $ 66,757 $ 40,355 Denominator: Weighted-average number of shares-basic 40,184,159 38,595,435 37,344,891 Dilutive securities-equity awards 1,054,453 939,882 737,391 Dilutive securities-convertible debt 8,096,500 7,720,525 7,720,525 Weighted-average number of shares-diluted 49,335,112 47,255,842 45,802,807 Net income per share-basic from continuing operations $ 1.56 $ 2.37 $ 1.45 Net loss per share-basic from discontinued operations (0.27 ) (0.74 ) (0.47 ) Net income per share-basic $ 1.29 $ 1.63 $ 0.98 Net income per share-diluted from continuing operations $ 1.35 $ 2.02 $ 1.26 Net loss per share-diluted from discontinued operations (0.22 ) (0.61 ) (0.38 ) Net income per share-diluted $ 1.13 $ 1.41 $ 0.88 For the year ending December 31, 2016 and 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 years ending December 31, 2014, outstanding stock options to purchase approximately 1.4 million shares of common stock, respectively, are not considered in the diluted earnings per share calculation because the exercise price of these options is greater than the average per share closing price during the year and their effect would be anti-dilutive. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring [Abstract] | |
Restructuring | 16. Restructuring In August 2016, the Company adopted a plan to restructure and reprioritize the operations of one of our facilities at the Emergent BioDefense Operations Lansing LLC ("EBOL") site due to the Company's large-scale manufacturing facility at EBOL commencing manufacturing operations. Severance and other related costs and asset-related charges are reflected within the Company's consolidated statement of income as a component of selling, general and administrative expense. The Company has completed this restructuring. The costs of the restructuring as of December 31, 2016 are detailed below: Incurred in Inception to Date Total Expected (in thousands) 2016 Costs Incurred to be Incurred Termination benefits $ 5,246 $ 5,246 $ 5,287 Abandonment of equipment 3,749 3,749 3,749 Other costs 691 691 691 Total $ 9,686 $ 9,686 $ 9,727 During the years ended December 31, 2016, the Company abandoned certain equipment and associated assets at its EBOL facility related to the manufacturing process at Building 12 ("manufacturing process") asset group. The Company recorded a charge for the manufacturing process asset group of $3.7 million. The additional expense is classified in the Company's statements of operations as selling, general and administrative expense. The following is a summary of the activity for the liabilities related to the EBOL restructuring: Termination (in thousands) Benefits Balance at December 31, 2015 $ - Expenses incurred 5,246 Amount paid (889 ) Other adjustments - Balance at December 31, 2016 $ 4,357 In addition to the above restructuring costs, the Company also recorded a charge of $2.0 million during the year ended December 31, 2016 related to retention payments for certain employees at the EBOL site. |
Segment information
Segment information | 12 Months Ended |
Dec. 31, 2016 | |
Segment information [Abstract] | |
Segment information | 17. Segment information On August 6, 2015, the Company announced its plan to separate into two independent publicly-traded companies. 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 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. The results of operations and financial position of Aptevo are reflected as discontinued operations for all periods presented through the date of the spin-off. For financial reporting purposes, in the periods following the spin-off of Aptevo, the Company reports financial information for one business segment. For the years ended December 31, 2016, 2015 and 2014, the Company's revenues from the United States comprised 96%, 98% and 96%, respectively, of total revenues. For the years ended December 31, 2016, 2015 and 2014, product revenues from BioThrax comprised approximately 80%, 89% and 87%, respectively, of total product revenues. As of December 31, 2016, 2015 and 2014, there were no other product sales in excess of 10% of total product sales revenues. For years ended December 31, 2016 and 2015, the Company had long-lived assets outside of the United States of approximately $28.4 million and $25.8 million, respectively, which are primarily located within Canada. |
Quarterly financial data (unaud
Quarterly financial data (unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly financial data (unaudited) [Abstract] | |
Quarterly financial data (unaudited) | 18. Quarterly financial data (unaudited) Quarterly financial information for the years ended December 31, 2016 and 2015 is presented in the following tables: Quarter Ended (in thousands, except per share data) March 31, June 30, September 30, December 31, 2016: Revenue $ 102,964 $ 91,241 $ 142,914 $ 151,663 Income (loss) from operations 21,157 (2,042 ) 35,478 50,929 Net income (loss) from continuing operations 11,889 (2,042 ) 20,388 32,289 Net income (loss) from discontinued operations (1) (7,898 ) (8,905 ) 952 5,103 Net income (loss) 3,991 (10,947 ) 21,340 37,392 Net income (loss) per share from continuing operations-basic $ 0.30 $ (0.05 ) $ 0.50 $ 0.80 Net income (loss) per share from discontinued operations-basic (0.20 ) (0.22 ) 0.02 0.13 Net income (loss) per share-basic $ 0.10 $ (0.27 ) $ 0.52 $ 0.93 Net income (loss) per share from continuing operations-diluted $ 0.26 $ (0.05 ) $ 0.43 $ 0.67 Net income (loss) per share from discontinued operations-diluted (0.16 ) (0.22 ) 0.02 0.10 Net income (loss) per share-diluted $ 0.10 $ (0.27 ) $ 0.45 $ 0.77 2015 Revenue $ 52,147 $ 119,022 $ 158,378 $ 159,784 Income (loss) from operations (21,895 ) 35,104 63,159 65,146 Net income (loss) from continuing operations (15,728 ) 22,565 42,088 42,491 Net loss from discontinued operations (5,792 ) (8,465 ) (5,145 ) (9,144 ) Net income (loss) (21,520 ) 14,100 36,943 33,347 Net income (loss) per share from continuing operations-basic $ (0.42 ) $ 0.59 $ 1.08 $ 1.08 Net loss per share from discontinued operations-basic (0.15 ) (0.22 ) (0.14 ) (0.23 ) Net income (loss) per share-basic $ (0.57 ) $ 0.37 $ 0.94 $ 0.85 Net income (loss) per share from continuing operations-diluted $ (0.42 ) $ 0.50 $ 0.90 $ 0.90 Net loss per share from discontinued operations-diluted (0.15 ) (0.18 ) (0.11 ) (0.19 ) Net income (loss) per share-diluted $ (0.57 ) $ 0.32 $ 0.79 $ 0.71 (1) Reflects a change in estimate attributed to higher pretax income within continuing operations. According to the ordering rules of intraperiod tax allocation, the residual amount of change after determining the effective rate for continuing operations is allocated to discontinued operations. |
Litigation
Litigation | 12 Months Ended |
Dec. 31, 2016 | |
Litigation [Abstract] | |
Litigation | 19. 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 the Company and certain of its 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. On October 25, 2016 the Court added City of Cape Coral Municipal Firefighters' Retirement Plan and City of Sunrise Police Officers' Retirement Plan as plaintiffs and appointed them Lead Plaintiffs and Robins Geller Rudman & Dowd LLP as Lead Counsel. On December 27, 2016 the plaintiffs filed an amended complaint that cites the same class period, names the same defendants and makes similar allegations to the original complaint. The Company filed a Motion to Dismiss on February 27, 2017. 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 accoun27
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of significant accounting policies [Abstract] | |
Basis of presentation and consolidation | Basis of presentation and consolidation The accompanying consolidated financial statements include the accounts of Emergent and its wholly owned and majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. 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. As of December 31, 2016, the results of operations and financial position of Aptevo are reflected as discontinued operations for all periods presented through the date of the spin-off. The historical financial statements and footnotes have been revised accordingly. See Note 3. "Discontinued operations" for further details regarding the spin-off. For periods following the spin-off, the Company reports financial results under one business segment. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and cash equivalents | Cash and cash equivalents Cash equivalents are highly liquid investments with a maturity of 90 days or less at the date of purchase and consist of time deposits and investments in money market funds with commercial banks and financial institutions. Also, the Company maintains cash balances with financial institutions in excess of insured limits. The Company does not anticipate any losses with such cash balances. |
Fair value of measurements | Fair value of measurements The Company measures and records cash equivalents and investment securities considered available-for-sale at fair value in the accompanying financial statements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value include: Level 1 — Observable inputs for identical assets or liabilities such as quoted prices in active markets; Level 2 — Inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3 — Unobservable inputs in which little or no market data exists, which are therefore developed by the Company using estimates and assumptions that reflect those that a market participant would use. The carrying amounts of the Company's short-term financial instruments, which include cash and cash equivalents, accounts receivable and accounts payable, approximate their fair values due to their short maturities. |
Significant customers and accounts receivable | Significant customers and accounts receivable The Company has derived a majority of its revenue from sales of BioThrax under contracts with the U.S. government. The Company's current Centers for Disease Control ("CDC"), an operating division of the U.S. Department of Health and Human Services ("HHS"), contract does not necessarily increase the likelihood that it will secure future comparable contracts with the U.S. government. The Company expects that a significant portion of the business that it will seek in the near future, in particular for BioThrax, will be under government contracts that present a number of risks that are not typically present in the commercial contracting process. U.S. government contracts for BioThrax are subject to unilateral termination or modification by the government. The Company may fail to achieve significant sales of BioThrax to customers in addition to the U.S. government, which would harm its growth opportunities. The Company may not be able to sustain or increase profitability. The Company may not be able to manufacture BioThrax consistently in accordance with FDA specifications. For the years ended December 31, 2016, 2015 and 2014, the Company's primary customer was the HHS. For the years ended December 31, 2016, 2015 and 2014, revenues from HHS and HHS agencies comprised 83%, 86% and 83%, respectively, of total revenues. As of December 31, 2016 and 2015, the Company's accounts receivable balances were comprised of 83% and 83%, respectively, from this customer. The overall increase in the percentage of accounts receivable attributed to HHS was due primarily to the timing of payments received for BioThrax product sales under the Company's contract with the CDC. As of December 31, 2016 and 2015, unbilled accounts receivable, which is included in accounts receivable, were $48.0 million and $18.2 million, respectively. Unbilled accounts receivable relates to various service contracts for which work has been performed, though invoicing has not yet occurred. Accounts receivable are stated at invoice amounts and consist primarily of amounts due from the U.S. government, as well as amounts due under reimbursement contracts with other government entities and non-government organizations. If necessary, the Company records a provision for doubtful receivables to allow for any amounts which may be unrecoverable. This provision is based upon an analysis of the Company's prior collection experience, customer creditworthiness and current economic trends. |
Concentrations of credit risk | Concentrations of credit risk and uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with high quality financial institutions. Management believes that the financial risks associated with its cash and cash equivalents are minimal. Because accounts receivable consist primarily of amounts due from the U.S. government for product sales and from government agencies under government grants and development contracts, management deems there to be minimal credit risk. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value with cost being determined using a standard cost method, which approximates average cost. Average cost consists primarily of material, labor and manufacturing overhead expenses (including fixed production-overhead costs) and includes the services and products of third party suppliers. The Company analyzes its inventory levels quarterly and writes down, in the applicable period, inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value and inventory in excess of expected customer demand. The Company also writes off, in the applicable period, the costs related to expired inventory. Costs of purchased inventories are recorded using weighted-average costing. The Company determines normal capacity for each production facility and allocates fixed production-overhead costs on that basis. |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method over the following estimated useful lives: Buildings 31-39 years Building improvements 10-39 years Furniture and equipment 3-15 years Software 3-7 years or product life Leasehold improvements Lesser of the asset life or lease term Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to operations. Repairs and maintenance costs are expensed as incurred. The Company capitalizes internal-use software when both (a) the software is internally developed, acquired, or modified solely to meet the entity's internal needs and (b) during the software's development or modification, no substantive plan either exists or is being developed to market the software externally. Capitalization of qualifying internal-use software costs begins when the preliminary project stage is completed, management with the relevant authority, implicitly or explicitly, authorizes and commits to the funding of the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. |
Income taxes | Income taxes Income taxes are accounted for using the liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and research and development tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The Company's ability to realize deferred tax assets depends upon future taxable income as well as the limitations discussed below. For financial reporting purposes, a deferred tax asset must be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized prior to expiration. The Company considers future taxable income and ongoing tax planning strategies in assessing the need for valuation allowances. In general, if the Company determines that it is more likely than not to realize more than the recorded amounts of net deferred tax assets in the future, the Company will reverse all or a portion of the valuation allowance established against its deferred tax assets, resulting in a decrease to the provision for income taxes in the period in which the determination is made. Likewise, if the Company determines that it is not more likely than not to realize all or part of the net deferred tax asset in the future, the Company will establish a valuation allowance against deferred tax assets, with an offsetting increase to the provision for income taxes, in the period in which the determination is made. Under sections 382 and 383 of the Internal Revenue Code, if an ownership change occurs with respect to a "loss corporation", as defined, there are annual limitations on the amount of net operating losses and deductions that are available. The Company believes the use of net operating losses and research and development tax credits acquired in the Trubion acquisition will not be significantly limited. Due to the acquisition of Microscience in 2005 and the Company's initial public offering, the Company believes the use of the operating losses incurred prior to 2005 will be significantly limited. Because tax laws are complex and subject to different interpretations, significant judgment is required. As a result, the Company makes certain estimates and assumptions, in (1) calculating the Company's income tax expense, deferred tax assets and deferred tax liabilities, (2) determining any valuation allowance recorded against deferred tax assets and (3) evaluating the amount of unrecognized tax benefits, as well as the interest and penalties related to such uncertain tax positions. The Company's estimates and assumptions may differ significantly from tax benefits ultimately realized. |
Revenue recognition | Revenue recognition The Company recognizes revenues from product sales and contract manufacturing  there is persuasive evidence of an arrangement;  delivery has occurred or title has passed to the Company's customer;  the fee is fixed or determinable; and  collectability is reasonably assured. Under the Company's contracts with the CDC, the Company invoices the CDC and recognizes the related revenue upon acceptance by the government at delivery site, at which time title to the product passes to the CDC. Agreements with multiple components ("deliverables" or "items") are evaluated to determine if the deliverables can be divided into more than one unit of accounting. An item can generally be considered a separate unit of accounting if both of the following criteria are met: (1) the delivered item or items have value to the customer on a standalone basis. The item or items have value on a standalone basis if they are sold separately by any vendor or the customer could resell the delivered item(s) on a standalone basis. In the context of a customer's ability to resell the delivered item(s), this criterion does not require the existence of an observable market for the deliverable(s); and (2) if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in control of the Company. Items that cannot be divided into separate units are combined with other units of accounting, as appropriate. Consideration received is allocated among the separate units based on the relative selling price of each deliverable. The Company deems service to have been rendered if no continuing obligation exists on the part of the Company. The Company's contract with the Biomedical Advanced Research and Development Authority ("BARDA") to establish a Center for Innovation in Advanced Development and Manufacturing ("CIADM") is a service arrangement that includes multiple elements. The CIADM contract requires the Company to provide a flexible infrastructure to supply medical countermeasures to the U.S. government over the contract period and includes such items as construction and facility design, workforce development and licensure of a pandemic flu vaccine. Since none of the individual elements by themselves satisfy the purpose of the contract, the Company has concluded that the CIADM contract elements cannot be separated as they do not have stand-alone value to the U.S. government. Therefore, the Company has concluded that there is a single unit of accounting associated with the CIADM contract. The Company recognizes revenue under the CIADM contract on a straight-line basis, based upon its estimate of the total payments to be received under the contract. The Company analyzes the estimated payments to be received on a quarterly basis to determine if an adjustment to revenue is required. Changes in estimates attributed to modifications in the estimate of total payments to be received are recorded prospectively. The Company's BAT contract with BARDA is a service arrangement that includes multiple elements. The deliverables to BARDA include the supply product to the SNS, perform stability testing for the product, achievement of extended product expiry dating, maintenance of horse populations and plasma extraction. The Company has determined that each of the deliverables above represents a separate units of accounting as they have standalone value to the U.S. government. The Company allocated the value of the contract to the undelivered elements based on best estimate of selling price ("BESP"). BESP methodology for the deliverables, excluding the product sales, was developed using a cost build-up for internal and external costs, plus a specified mark-up. The allocation of value to the product sales was based on the remaining unallocated value. The Company intends to complete the final delivery of the BAT product in 2017. The Company recognizes revenue for: § BAT product sales upon delivery to the SNS; § stability testing based on the required testing schedule of the product; § extended product expiry based on achievement of the extension; § horse maintenance based on a per horse basis; and § plasma collection on a per liter basis. The Company's contracts for VIGIV with the CDC and for Anthrasil with BARDA are service arrangements that include multiple elements. The deliverables to BARDA include to supply product to the SNS, perform stability testing for the product, achievement of extended product expiry dating and plasma extraction. The Company has determined that each of the deliverables above represents separate units of accounting as they have standalone value to the U.S. government. The Company allocated the value of the contract to the undelivered elements based on best estimate of selling price ("BESP"). BESP methodology for the deliverables, excluding the product sales, was developed using a cost build-up for internal and external costs, plus a specified mark-up. The allocation of value to the product sales was based on the remaining unallocated value. The Company recognizes revenue for: § VIGIV and Anthrasil product sales upon delivery to the CDC; § stability testing based on the required testing schedule of the product; § extended product expiry based on achievement of the extension; and § plasma collection on a per liter basis. The Company's contract for the NuThrax product candidate with BARDA, which was entered into on September 30, 2016 is a service arrangement that includes multiple elements. The deliverables to BARDA are the completion of development for NuThrax and the procurement of product for the SNS. The Company has determined that each of the deliverables above are a separate unit of accounting as they have standalone value to the U.S. government. The Company allocated the value of the contract to the undelivered elements based on best estimate of selling price ("BESP"). BESP methodology for the development deliverable was developed using a cost build-up for internal and external costs, plus a specified mark-up. The allocation of value to the product sales was based on the remaining unallocated value. Revenue associated with non-refundable upfront license fees under arrangements where the license fees and research and development activities cannot be accounted for as separate units of accounting is deferred and recognized as revenue either on a straight-line basis over the Company's continued involvement in the research and development process or based on the proportional performance of the Company's expected future obligation under the contract. Revenues from the achievement of research and development milestones, if deemed substantive, are recognized as revenue when the milestones are achieved, and the milestone payments are due and collectible. If not deemed substantive, the Company recognizes such milestone as revenue on a straight-line basis over the remaining expected term of continued involvement in the research and development process. Milestones are considered substantive if all of the following conditions are met: (1) the milestone is non-refundable, (2) achievement of the milestone was not reasonably assured at the inception of the arrangement, (3) substantive effort is involved to achieve the milestone, and (4) the amount of the milestone appears reasonable in relation to the effort expended. Payments received in advance of work performed are recorded as deferred revenue. The Company generates contracts and grants revenue from cost-plus-fee contracts. Revenues from reimbursable contracts are recognized as costs are incurred, generally based on allowable costs incurred during the period, plus any recognizable earned fee. The Company considers fixed fees under cost-plus-fee contracts to be earned in proportion to the allowable costs incurred in performance of the contract. The Company analyzes costs for contracts and reimbursable grants to ensure reporting of revenues gross versus net is appropriate. For each of the three years in the period ended December 31, 2016, the costs incurred under the contracts and grants approximated the revenue earned. |
Mergers and Acquisitions | Mergers and Acquisitions In a business combination, the acquisition method of accounting requires that the assets acquired and liabilities assumed be recorded as of the date of the merger or acquisition at their respective fair values with limited exceptions. Assets acquired and liabilities assumed in a business combination that arise from contingencies are recognized at fair value if fair value can reasonably be estimated. If the acquisition date fair value of an asset acquired or liability assumed that arises from a contingency cannot be determined, the asset or liability is recognized if probable and reasonably estimable; if these criteria are not met, no asset or liability is recognized. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Accordingly, the Company may be required to value assets at fair value measures that do not reflect the Company's intended use of those assets. Any excess of the purchase price (consideration transferred) over the estimated fair values of net assets acquired is recorded as goodwill. Transaction costs and costs to restructure the acquired company are expensed as incurred. The operating results of the acquired business are reflected in the Company's consolidated financial statements after the date of the merger or acquisition. If the Company determines the assets acquired do not meet the definition of a business under the acquisition method of accounting, the transaction will be accounted for as an acquisition of assets rather than a business combination and, therefore, no goodwill will be recorded. The fair values of intangible assets, including acquired in-process research and development ("IPR&D"), are determined utilizing information available at or near the merger or acquisition date based on expectations and assumptions that are deemed reasonable by management. Given the considerable judgment involved in determining fair values, the Company typically obtains assistance from third-party valuation specialists for significant items. Amounts allocated to acquired IPR&D are capitalized and accounted for as indefinite-lived intangible assets. Upon successful completion of each project, the Company will make a separate determination as to the remaining useful life of the asset and begin amortization. The judgments made in determining estimated fair values assigned to assets acquired and liabilities assumed in a business combination, as well as asset lives, can materially affect the Company's results of operations. The fair values of identifiable intangible assets related to currently marketed products and product rights are primarily determined by using an "income approach" through which fair value is estimated based on each asset's discounted projected net cash flows. The Company's estimates of market participant net cash flows consider historical and projected pricing, margins and expense levels, the performance of competing products where applicable, relevant industry and therapeutic area growth drivers and factors, current and expected trends in technology and product life cycles, the time and investment that will be required to develop products and technologies, the ability to obtain marketing and regulatory approvals, the ability to manufacture and commercialize the products, the extent and timing of potential new product introductions by the Company's competitors, and the life of each asset's underlying patent, if any. The net cash flows are then probability-adjusted where appropriate to consider the uncertainties associated with the underlying assumptions, as well as the risk profile of the net cash flows utilized in the valuation. The probability-adjusted future net cash flows of each product are then discounted to present value utilizing an appropriate discount rate. The fair values of identifiable intangible assets related to IPR&D are determined using an income approach, through which fair value is estimated based on each asset's probability-adjusted future net cash flows, which reflect the different stages of development of each product and the associated probability of successful completion. The net cash flows are then discounted to present value using an appropriate discount rate. Indefinite-lived intangible assets are tested for impairment annually or whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. |
Impairment of long-lived assets | In process research and development and long-lived assets The Company assesses IPR&D assets for impairment on an annual basis or more frequently if indicators of impairment are present. The Company's annual assessment includes a comparison of the fair value of IPR&D assets to existing carrying value, and recognizes an impairment when the carrying value is greater than the determined fair value. The Company believes that the assumptions used in valuing the intangible and IPR&D assets are reasonable and are based upon its best estimate of likely outcomes of sales and clinical development. The underlying assumptions and estimates used to value these assets are subject to change in the future, and actual results may differ significantly from the assumptions and estimates. The Company has selected October 1 as its annual impairment test date for indefinite-lived intangible assets. The Company assesses the recoverability of its long-lived assets or asset groups for which an indicator of impairment exists by determining whether the carrying value of such assets can be recovered through undiscounted future operating cash flows. If the Company concludes that the carrying value will not be recovered, the Company measures the amount of such impairment by comparing the fair value to the carrying value of the assets or asset groups. |
Goodwill | Goodwill The Company assesses the carrying value of goodwill on an annual basis, or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable, The determination of the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. The estimates and assumptions used in calculating fair value include identifying future cash flows, which requires that the Company makes a number of critical legal, economic, market and business assumptions that reflect best estimates as of the testing date. The Company's assumptions and estimates may differ significantly from actual results, or circumstances could change that would cause the Company to conclude that an impairment now exists or that it previously understated the extent of impairment. The Company selected October 1 as its annual impairment test date. |
Contingent purchase consideration obligations | Contingent Consideration The Company records contingent consideration associated with (a) sales based royalties and (b) development and regulatory milestones at fair value. The fair value model used to calculate this obligation is based on the income approach (a discounted cash flow model) that has been risk adjusted based on the probability of achievement of net sales and achievement of the milestones. The inputs the Company uses for determining the fair value of the contingent consideration associated with sales based royalties and development and regulatory milestones are Level 3 fair value measurements. The Company re-evaluates the fair value on a quarterly basis. Changes in the fair value can result from adjustments to the discount rates and updates in the assumed timing of or achievement of net sales. Any future increase in the fair value of the contingent consideration associated with sales based royalties along with development and regulatory milestones are based on an increased likelihood that the underlying net sales or milestones will be achieved. The associated payment or payments which will become due and payable for sales based royalties associated with marketed products will result in a charge to cost of product sales and contract manufacturing in the period in which the increase is determined. Similarly, any future decrease in the fair value of contingent consideration associated with sales based royalties will result in a reduction in cost of product sales and contract manufacturing. The changes in fair value for potential future sales based royalties associated with product candidates in development will result in a charge to selling, general and administrative expense in the period in which the increase is determined. Similarly, any future decrease in the fair value of contingent consideration associated with potential future sales based royalties for products candidates will result in a reduction in selling, general and administrative expense. The associated payment or payments which will become due and payable for development and regulatory milestones will result in a charge to research and development expense in the period in which the increase is determined. Similarly, any future decrease in the fair value for development and regulatory milestones will result in a reduction in research and development expense. |
Research and development | Research and development We expense research and development costs as incurred. Our research and development expenses consist primarily of: § personnel-related expenses; § fees to professional service providers for, among other things, analytical testing, independent monitoring or other administration of our clinical trials and obtaining and evaluating data from our clinical trials and non-clinical studies; § costs of contract manufacturing services for clinical trial material; and § costs of materials used in clinical trials and research and development. We intend to focus on developing innovative products based on our platforms with a focus on third-party funding. We plan to seek funding for development activities from external sources and third parties, such as governments and non-governmental organizations, or through collaborative partnerships. We expect our research and development spending will be dependent upon such factors as the results from our clinical trials, the availability of reimbursement of research and development spending, the number of product candidates under development, the size, structure and duration of any clinical programs that we may initiate, the costs associated with manufacturing our product candidates on a large-scale basis for later stage clinical trials, and our ability to use or rely on data generated by government agencies, such as studies involving BioThrax conducted by the CDC. |
Comprehensive income | Comprehensive income Comprehensive income is comprised of net income and other changes in equity that are excluded from net income. The Company includes translation gains and losses incurred when converting its subsidiaries' financial statements from their functional currency to the U.S. dollar in accumulated other comprehensive income. |
Foreign currencies | Foreign currencies Except for the Company's Canadian subsidiaries, the local currency is the functional currency for the Company's foreign subsidiaries and, as such, assets and liabilities are translated into U.S. dollars at year-end exchange rates. Income and expense items are translated at average exchange rates during the year. Translation adjustments resulting from this process are charged or credited to other comprehensive income. The Company's Canadian subsidiaries functional currency is U.S. dollars due primarily to a significant amount of the transactions of the subsidiaries being denominated in U.S. dollars. |
Capitalized interest | Capitalized interest The Company capitalizes interest based on the cost of major ongoing capital projects which have not yet been placed in service. For the years ended December 31, 2016, 2015 and 2014, the Company incurred interest of $8.3 million, $7.8 million and $7.5 million, respectively. Of these amounts, the Company capitalized $2.2 million, $2.9 million and $2.5 million, respectively. |
Earnings Per Share | Earnings per share The Company calculates basic earnings per share by dividing net income by the weighted average number of shares of common stock outstanding during the period. For the years ended December 31, 2016, 2015 and 2014, the Company calculated diluted earnings per share using the if-converted method by dividing the adjusted net income by the adjusted 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 (the "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 Notes, each at the beginning of the period. |
Accounting for stock-based compensation | Accounting for stock-based compensation The Company has two 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" and together with the 2006 Plan, the "Emergent Plans"). The Company has granted options to purchase shares of common stock under the Emergent Plans and has granted restricted stock units under the 2006 Plan. The Emergent Plans have both incentive and non-qualified stock option features. The Company no longer grants equity awards under the 2004 Plan. As of December 31, 2016, an aggregate of 18.9 million shares of common stock were authorized for issuance under the 2006 Plan, of which a total of approximately 6.1 million shares of common stock remain available for future awards to be made to plan participants. The exercise price of each option must be not less than 100% of the fair market value of the shares underlying such option on the date of grant. Awards granted under the 2006 Plan have a contractual life of no more than 10 years. The terms and conditions of equity awards (such as price, vesting schedule, term and number of shares) under the Emergent Plans are determined by the compensation committee of the Company's board of directors, which administers the Emergent Plans. Each equity award granted under the Emergent Plans vests as specified in the relevant agreement with the award recipient and no option can be exercised after ten years from the date of grant. The Company determines the fair value of restricted stock units using the closing market price of the Company's common stock on the day prior to the date of grant. The Company utilizes the Black-Scholes valuation model for estimating the fair value of all stock options granted. Set forth below are the assumptions used in valuing the stock options granted and a discussion of the Company's methodology for developing each of the assumptions used: Year Ended December 31, 2016 2015 2014 Expected dividend yield 0% 0% 0% Expected volatility 31-33% 34-35% 35-38% Risk-free interest rate 0.93-1.22% 1.27-1.61% 1.14-1.65% Expected average life of options 4.3 years 4.3 years 4.5 years  Expected dividend yield — the Company does not pay regular dividends on its common stock and does not anticipate paying any dividends in the foreseeable future.  Expected volatility — a measure of the amount by which a financial variable, such as share price, has fluctuated (historical volatility) or is expected to fluctuate (implied volatility) during a period. The Company analyzed its own historical volatility to estimate expected volatility over the same period as the expected average life of the options.  Risk-free interest rate — the range of U.S. Treasury rates with a term that most closely resembles the expected life of the option as of the date on which the option is granted.  Expected average life of options — the period of time that options granted are expected to remain outstanding, based primarily on the Company's expectation of optionee exercise behavior subsequent to vesting of options. |
Recently issued and adopted accounting standards | Recently issued and adopted accounting standards In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity In May 2014, the FASB issued ASU No. 2014-09, Summary and Amendments That Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40) (" In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (" In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) (" ASU No. 2015-03"), which simplifies the presentation of debt issuance costs. ASU No. 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 No. 2015-03 is effective for interim and annual periods beginning after December 15, 2015. During 2016, the Company adopted and applied the guidance on the consolidated financial statements and related disclosures on a retrospective basis. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718) (" There are no other recently issued accounting pronouncements that are expected to have a material effect on the Company's financial position, results of operations or cash flows. |
Summary of significant accoun28
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of significant accounting policies [Abstract] | |
Estimated useful lives of property, plant and equipment | Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method over the following estimated useful lives: Buildings 31-39 years Building improvements 10-39 years Furniture and equipment 3-15 years Software 3-7 years or product life Leasehold improvements Lesser of the asset life or lease term |
Assumptions used in valuing stock options granted | The Company determines the fair value of restricted stock units using the closing market price of the Company's common stock on the day prior to the date of grant. The Company utilizes the Black-Scholes valuation model for estimating the fair value of all stock options granted. Set forth below are the assumptions used in valuing the stock options granted and a discussion of the Company's methodology for developing each of the assumptions used: Year Ended December 31, 2016 2015 2014 Expected dividend yield 0% 0% 0% Expected volatility 31-33% 34-35% 35-38% Risk-free interest rate 0.93-1.22% 1.27-1.61% 1.14-1.65% Expected average life of options 4.3 years 4.3 years 4.5 years |
Discontinued operations (Tables
Discontinued operations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued operations [Abstract] | |
Summary of assets and liabilities presented as discontinued operations | The following table represents the carrying value of Aptevo's assets and liabilities distributed as part of the Separation on August 1, 2016: (in thousands) August 1, 2016 Assets: Cash and cash equivalents $ 45,000 Accounts receivable, net 4,465 Inventories 11,959 Note receivable 20,000 Other current assets 4,870 Current assets of discontinued operations 86,294 Property, plant and equipment, net 6,128 In-process research and development 41,800 Intangible assets, net 15,402 Goodwill 13,902 Non-current assets of discontinued operations 77,232 Total assets of discontinued operations $ 163,526 Liabilities: Accounts payable $ 6,285 Accrued expenses and other current liabilities 64 Accrued compensation 2,456 Contingent consideration 191 Provisions for chargebacks 2,341 Deferred revenue, current portion 433 Current liabilities of discontinued operations 11,770 Deferred revenue, net of current portion 3,232 Other liabilities 91 Non-current liabilities of discontinued operations 3,323 Total liabilities of discontinued operations $ 15,093 The following table represents Aptevo's assets and liabilities presented as discontinued operations and classified as held-for-disposition as of December 31, 2015: (in thousands) December 31, 2015 Assets: Cash and cash equivalents $ 4,492 Accounts receivable, net 6,861 Inventories 16,049 Prepaid expenses and other current assets 1,880 Current assets of discontinued operations 29,282 Property, plant and equipment, net 4,046 In-process research and development 41,800 Intangible assets, net 16,617 Goodwill 13,902 Non-current assets of discontinued operations 76,365 Total assets of discontinued operations $ 105,647 Liabilities: Accounts payable $ 8,134 Accrued expenses and other current liabilities 22 Accrued compensation 2,684 Contingent consideration, current portion 306 Provisions for chargebacks 2,238 Deferred revenue, current portion 3,964 Current liabilities of discontinued operations 17,348 Deferred revenue, net of current portion 3,163 Other liabilities 71 Non-current liabilities of discontinued operations 3,234 Total liabilities of discontinued operations $ 20,582 |
Summarized results of discontinued operations included in consolidated statements of income | The following table summarizes results from discontinued operations of Aptevo included in the consolidated statements of operations: Years ended December 31, (in thousands) 2016 2015 2014 Revenues: Product sales $ 21,183 $ 27,947 $ 30,036 Collaborations 187 5,511 15,636 Total revenues 21,370 33,458 45,672 Operating expense: Cost of product sales 11,556 16,809 16,449 Research and development 18,024 34,811 46,108 Selling, general and administrative 23,792 27,313 14,248 Loss from operations (32,002 ) (45,475 ) (31,133 ) Other income (expense), net: (41 ) (472 ) - Loss from discontinued operations before benefit from income taxes (32,043 ) (45,947 ) (31,133 ) Benefit from income taxes (21,295 ) (17,401 ) (13,608 ) Net loss from discontinued operations $ (10,748 ) $ (28,546 ) $ (17,525 ) |
Summary of disposal groups including discontinued operations cash flows | The following table summarizes the cash flows of Aptevo included in the y ears ended December 31 , Years ended December 31, (in thousands) 2016 2015 2014 Net cash (used in) provided by operating activities $ (10,299 ) $ (12,716 ) $ (14,683 ) Net cash used in investing activities (1,926 ) (1,518 ) (48,822 ) Net cash provided by (used in) financing activities 7,733 15,012 67,219 Net increase (decrease) in cash and cash equivalents $ (4,492 ) $ 778 $ 3,714 |
Fair value measurements (Tables
Fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 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: December 31, 2016 (in thousands) Level 1 Level 2 Level 3 Total Assets: Investment in money market funds (1) $ 10 $ - $ - $ 10 Total assets $ 10 $ - $ - $ 10 Liabilities: Contingent consideration $ - $ - $ 13,185 $ 13,185 Total liabilities $ - $ - $ 13,185 $ 13,185 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 price consideration $ - $ - $ 25,155 $ 25,155 Total liabilities $ - $ - $ 25,155 $ 25,155 (1) Included in cash and cash equivalents in 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 years ended December 31, 2016 and 2015. (in thousands) Balance at December 31, 2014 $ 40,037 (Income) expense included in earnings (10,884 ) Settlements (4,803 ) Purchases, sales and issuances 805 Transfers in/(out) of Level 3 - Balance at December 31, 2015 $ 25,155 (Income) expense included in earnings (10,857 ) Settlements (1,113 ) Purchases, sales and issuances - Transfers in/(out) of Level 3 - Balance at December 31, 2016 $ 13,185 |
Accounts receivable (Tables)
Accounts receivable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounts receivable [Abstract] | |
Accounts receivable | Accounts receivable consist of the following: December 31, (in thousands) 2016 2015 Billed $ 90,439 $ 95,735 Unbilled 48,039 18,171 Total $ 138,478 $ 113,906 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventories [Abstract] | |
Inventories | Inventories consist of the following: December 31, (in thousands) 2016 2015 Raw materials and supplies $ 30,687 $ 21,275 Work-in-process 19,821 32,709 Finished goods 23,494 6,903 Total inventories $ 74,002 $ 60,887 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, plant and equipment [Abstract] | |
Property, plant and equipment | Property, plant and equipment consist of the following: December 31, (in thousands) 2016 2015 Land and improvements $ 20,340 $ 16,520 Buildings, building improvements and leasehold improvements 147,130 108,908 Furniture and equipment 190,157 129,933 Software 52,564 39,683 Construction-in-progress 77,813 126,531 488,004 421,575 Less: Accumulated depreciation and amortization (111,556 ) (93,767 ) Total property, plant and equipment, net $ 376,448 $ 327,808 |
Intangible assets, in-process34
Intangible assets, in-process research and development and goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Intangible assets and in-process research and development [Abstract] | |
Intangible Assets | Intangible assets consisted of the following: (in thousands) Total Cost basis Balance at December 31, 2015 $ 57,099 Additions - Balance at December 31, 2016 $ 57,099 Accumulated amortization Balance at December 31, 2015 $ (16,341 ) Amortization (6,893 ) Balance at December 31, 2016 $ (23,234 ) Net book value at December 31, 2016 $ 33,865 |
Future Amortization Expense | Future amortization expense as of December 31, 2016 is as follows: (in thousands) 2017 $ 6,217 2018 6,217 2019 5,738 2020 5,657 2021 and beyond 10,036 Total remaining amortization $ 33,865 |
Goodwill | The following table is a summary of changes in goodwill by reporting unit: (in thousands) Therapeutics and vaccines Contract manufacturing Medical devices Total Cost Basis Balance at December 31, 2015 $ 24,349 $ 6,736 $ 9,916 $ 41,001 Additions - - - - Balance at December 31, 2016 $ 24,349 $ 6,736 $ 9,916 $ 41,001 |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' equity [Abstract] | |
Option award activity | The following is a summary of 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 411,698 33.61 - - Exercised (809,638 ) 19.41 (29,699 ) 10.28 Forfeited (96,293 ) 26.67 - - Cancelled (146,986 ) 28.33 - - Equitable adjustment 236,313 22.90 - - Outstanding at December 31, 2016 2,559,331 $ 22.94 - $ - $ 25,348,245 Exercisable at December 31, 2016 1,504,855 $ 19.59 - $ - $ 19,938,451 Options expected to vest at December 31, 2016 849,184 $ 27.46 - $ - $ 4,565,548 |
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 515,782 34.00 Vested (420,599 ) 24.68 Forfeited (80,428 ) 29.40 Cancelled (107,514 ) 30.90 Equitable adjustment 79,339 28.86 Outstanding at December 31, 2016 875,584 $ 28.94 $ 28,754,179 |
Allocated stock-based compensation expense | Stock-based compensation expense was recorded in the following financial statement line items: Years ended December 31, (in thousands) 2016 2015 2014 Cost of product sales $ 997 $ 1,183 $ 1,145 Research and development 2,297 2,324 2,779 Selling, general and administrative 14,062 11,234 7,830 Continuing operations 17,356 14,741 11,754 Discontinued operations 1,121 1,107 1,075 Total stock-based compensation expense $ 18,477 $ 15,848 $ 12,829 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income taxes [Abstract] | |
Components of the provision for income taxes attributable to operations | Significant components of the provisions for income taxes attributable to operations consist of the following: Year ended December 31, (in thousands) 2016 2015 2014 Current Federal $ 29,244 $ 38,957 $ 22,988 State 2,331 2,221 959 International 1,002 2,029 828 Total current 32,577 43,207 24,775 Deferred Federal 9,979 (119 ) 3,332 State (272 ) (111 ) 209 International (5,587 ) 1,323 1,612 Total deferred 4,120 1,093 5,153 Total provision for income taxes $ 36,697 $ 44,300 $ 29,928 |
Net deferred tax asset | The Company's net deferred tax asset (liability) consists of the following: December 31, (in thousands) 2016 2015 Federal losses carryforward $ 4,130 $ 5,394 State losses carryforward 13,682 12,751 Research and development carryforward 3,647 3,545 Scientific research and experimental development credit carryforward 16,594 25,771 Intangible assets - 5,792 Stock compensation 8,389 9,391 Foreign deferrals 58,647 80,920 Inventory reserves 2,273 3,754 Other 5,569 8,484 Deferred tax asset 112,931 155,802 Fixed assets (30,728 ) (31,925 ) Intangible assets (5,882 ) (4,760 ) Other (16,047 ) (17,192 ) Deferred tax liability (52,657 ) (53,877 ) Valuation allowance (54,178 ) (90,639 ) Net deferred tax (liabilities)/ asset $ 6,096 $ 11,286 |
Reconciliation of taxes determined by applying U.S. federal statutory rate to loss before provision for income taxes | The provision for income taxes differs from the amount of taxes determined by applying the U.S. federal statutory rate to loss before provision for income taxes as a result of the following: Year ended December 31, (in thousands) 2016 2015 2014 US $ 63,330 $ 117,385 $ 76,909 International 35,891 18,331 7,285 Earnings before taxes on income 99,221 135,716 84,194 Federal tax at statutory rates $ 34,738 $ 47,475 $ 29,468 State taxes, net of federal benefit 529 852 650 Impact of foreign operations (9,937 ) (1,640 ) (1,176 ) Change in valuation allowance 10,458 (950 ) 1,091 Effect of foreign rates (720 ) - - Tax credits (1,572 ) (2,088 ) (1,743 ) Other differences 1,823 733 126 Permanent differences 1,378 (82 ) 1,512 Provision for income taxes $ 36,697 $ 44,300 $ 29,928 |
Gross unrecognized tax benefits activity | The table below presents the gross unrecognized tax benefits activity for 2016, 2015 and 2014: (in thousands) Gross unrecognized tax benefits at December 31, 2013 $ 1,121 Increases for tax positions for prior years 150 Decreases for tax positions for prior years - Increases for tax positions for current year 102 Settlements - Lapse of statute of limitations (125 ) Gross unrecognized tax benefits at December 31, 2014 1,248 Increases for tax positions for prior years 150 Decreases for tax positions for prior years - Increases for tax positions for current year 59 Settlements - Lapse of statute of limitations - Gross unrecognized tax benefits at December 31, 2015 1,457 Increases for tax positions for prior years 5 Decreases for tax positions for prior years - Increases for tax positions for current year 299 Settlements - Lapse of statute of limitations - Gross unrecognized tax benefits at December 31, 2016 $ 1,761 |
Earnings per share (Tables)
Earnings per share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings per share [Abstract] | |
Summary of basic and diluted net income per share | The following table presents the calculation of basic and diluted net income per share: Years ended December 31, (in thousands, except share and per share data) 2016 2015 2014 Numerator: Net income from continuing operations $ 62,524 $ 91,416 $ 54,266 Interest expense, net of tax 3,255 3,019 2,879 Amortization of debt issuance costs, net of tax 781 868 735 Net income, adjusted from continuing operations 66,560 95,303 57,880 Net loss from discontinued operations (10,748 ) (28,546 ) (17,525 ) Net income, adjusted $ 55,812 $ 66,757 $ 40,355 Denominator: Weighted-average number of shares-basic 40,184,159 38,595,435 37,344,891 Dilutive securities-equity awards 1,054,453 939,882 737,391 Dilutive securities-convertible debt 8,096,500 7,720,525 7,720,525 Weighted-average number of shares-diluted 49,335,112 47,255,842 45,802,807 Net income per share-basic from continuing operations $ 1.56 $ 2.37 $ 1.45 Net loss per share-basic from discontinued operations (0.27 ) (0.74 ) (0.47 ) Net income per share-basic $ 1.29 $ 1.63 $ 0.98 Net income per share-diluted from continuing operations $ 1.35 $ 2.02 $ 1.26 Net loss per share-diluted from discontinued operations (0.22 ) (0.61 ) (0.38 ) Net income per share-diluted $ 1.13 $ 1.41 $ 0.88 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring [Abstract] | |
Costs of the restructuring | The Company has completed this restructuring. The costs of the restructuring as of December 31, 2016 are detailed below: Incurred in Inception to Date Total Expected (in thousands) 2016 Costs Incurred to be Incurred Termination benefits $ 5,246 $ 5,246 $ 5,287 Abandonment of equipment 3,749 3,749 3,749 Other costs 691 691 691 Total $ 9,686 $ 9,686 $ 9,727 |
Summary of the activity for liabilities related to EPDU restructuring | The following is a summary of the activity for the liabilities related to the EBOL restructuring: Termination (in thousands) Benefits Balance at December 31, 2015 $ - Expenses incurred 5,246 Amount paid (889 ) Other adjustments - Balance at December 31, 2016 $ 4,357 |
Quarterly financial data (una39
Quarterly financial data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly financial data (unaudited) [Abstract] | |
Quarterly financial information | Quarterly financial information for the years ended December 31, 2016 and 2015 is presented in the following tables: Quarter Ended (in thousands, except per share data) March 31, June 30, September 30, December 31, 2016: Revenue $ 102,964 $ 91,241 $ 142,914 $ 151,663 Income (loss) from operations 21,157 (2,042 ) 35,478 50,929 Net income (loss) from continuing operations 11,889 (2,042 ) 20,388 32,289 Net income (loss) from discontinued operations (1) (7,898 ) (8,905 ) 952 5,103 Net income (loss) 3,991 (10,947 ) 21,340 37,392 Net income (loss) per share from continuing operations-basic $ 0.30 $ (0.05 ) $ 0.50 $ 0.80 Net income (loss) per share from discontinued operations-basic (0.20 ) (0.22 ) 0.02 0.13 Net income (loss) per share-basic $ 0.10 $ (0.27 ) $ 0.52 $ 0.93 Net income (loss) per share from continuing operations-diluted $ 0.26 $ (0.05 ) $ 0.43 $ 0.67 Net income (loss) per share from discontinued operations-diluted (0.16 ) (0.22 ) 0.02 0.10 Net income (loss) per share-diluted $ 0.10 $ (0.27 ) $ 0.45 $ 0.77 2015 Revenue $ 52,147 $ 119,022 $ 158,378 $ 159,784 Income (loss) from operations (21,895 ) 35,104 63,159 65,146 Net income (loss) from continuing operations (15,728 ) 22,565 42,088 42,491 Net loss from discontinued operations (5,792 ) (8,465 ) (5,145 ) (9,144 ) Net income (loss) (21,520 ) 14,100 36,943 33,347 Net income (loss) per share from continuing operations-basic $ (0.42 ) $ 0.59 $ 1.08 $ 1.08 Net loss per share from discontinued operations-basic (0.15 ) (0.22 ) (0.14 ) (0.23 ) Net income (loss) per share-basic $ (0.57 ) $ 0.37 $ 0.94 $ 0.85 Net income (loss) per share from continuing operations-diluted $ (0.42 ) $ 0.50 $ 0.90 $ 0.90 Net loss per share from discontinued operations-diluted (0.15 ) (0.18 ) (0.11 ) (0.19 ) Net income (loss) per share-diluted $ (0.57 ) $ 0.32 $ 0.79 $ 0.71 (1) Reflects a change in estimate attributed to higher pretax income within continuing operations. According to the ordering rules of intraperiod tax allocation, the residual amount of change after determining the effective rate for continuing operations is allocated to discontinued operations. |
Summary of significant accoun40
Summary of significant accounting policies (Details) $ in Thousands | May 19, 2016shares | Dec. 31, 2016USD ($)Planshares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Unbilled accounts receivable | $ 138,478 | $ 113,906 | ||
Capitalized interest [Abstract] | ||||
Interest costs incurred | 8,300 | 7,800 | $ 7,500 | |
Interest costs capitalized | $ 2,200 | $ 2,900 | $ 2,500 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Increase in number of shares of common stock available for issuance (in shares) | shares | 3,800,000 | |||
Buildings [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives | 31 years | |||
Buildings [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives | 39 years | |||
Building Improvements [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives | 10 years | |||
Building Improvements [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives | 39 years | |||
Furniture and Equipment [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives | 3 years | |||
Furniture and Equipment [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives | 15 years | |||
Software [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives | 3-7 years or product life | |||
Leasehold Improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives | Lesser of the asset life or lease term | |||
2006 Plan [Member] | Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock authorized for issuance under the plan (in shares) | shares | 18,900,000 | |||
Common stock available for future awards (in shares) | shares | 6,100,000 | |||
Contractual life of awards | 10 years | |||
Exercise period of options, maximum | 10 years | |||
Assumptions used in valuing the stock options granted [Abstract] | ||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |
Expected average life of options | 4 years 3 months 18 days | 4 years 3 months 18 days | 4 years 6 months | |
2006 Plan [Member] | Stock Options [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price of option as percentage of fair market value at grant date, minimum | 100.00% | |||
Assumptions used in valuing the stock options granted [Abstract] | ||||
Expected volatility | 31.00% | 34.00% | 35.00% | |
Risk-free interest rate | 0.93% | 1.27% | 1.14% | |
2006 Plan [Member] | Stock Options [Member] | Maximum [Member] | ||||
Assumptions used in valuing the stock options granted [Abstract] | ||||
Expected volatility | 33.00% | 35.00% | 38.00% | |
Risk-free interest rate | 1.22% | 1.61% | 1.65% | |
Emergent Plans [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of stock based employee compensation plans | Plan | 2 | |||
Revenues [Member] | U.S. Government [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 83.00% | 86.00% | 83.00% | |
Accounts Receivable [Member] | U.S. Government [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 83.00% | 83.00% | ||
Unbilled [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Unbilled accounts receivable | $ 48,039 | $ 18,171 |
Discontinued operations (Detail
Discontinued operations (Details) - USD ($) | Aug. 01, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Percentage of outstanding shares distributed | 100.00% | |||
Record date for distribution | Jul. 22, 2016 | |||
Number of shares received (in shares) | 1 | |||
Number of shares held (in shares) | 2 | |||
Number of common stock distributed (in shares) | 20,230,000 | |||
Term of manufacturing services contract | 10 years | |||
Term of transition services agreement | 2 years | |||
Assets [Abstract] | ||||
Current assets of discontinued operations | $ 0 | $ 29,282,000 | ||
Non-current assets of discontinued operations | 0 | 76,365,000 | ||
Liabilities [Abstract] | ||||
Current liabilities of discontinued operations | 0 | 17,348,000 | ||
Non-current liabilities of discontinued operations | 0 | 3,234,000 | ||
Aptevo [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Unsecured debt | $ 20,000,000 | |||
TSA revenue from Aptevo | 1,127,778 | |||
Manufacturing services revenue | 832,108 | |||
Revenues [Abstract] | ||||
Product sales | 21,183,000 | 27,947,000 | $ 30,036,000 | |
Contracts, grants and collaborations | 187,000 | 5,511,000 | 15,636,000 | |
Total revenues | 21,370,000 | 33,458,000 | 45,672,000 | |
Operating expense [Abstract] | ||||
Cost of product sales | 11,556,000 | 16,809,000 | 16,449,000 | |
Research and development | 18,024,000 | 34,811,000 | 46,108,000 | |
Selling, general and administrative | 23,792,000 | 27,313,000 | 14,248,000 | |
Income (loss) from operations | (32,002,000) | (45,475,000) | (31,133,000) | |
Other income (expense), net [Abstract] | ||||
Other income (expense), net | (41,000) | (472,000) | 0 | |
Income (loss) from discontinued operations before provision for (benefit from) income taxes | (32,043,000) | (45,947,000) | (31,133,000) | |
Provision for (benefit from) income taxes | (21,295,000) | (17,401,000) | (13,608,000) | |
Net Income (loss) from discontinued operations | (10,748,000) | (28,546,000) | (17,525,000) | |
Net Cash Provided by (Used in) Discontinued Operations [Abstract] | ||||
Net cash (used in) provided by operating activities | (10,299,000) | (12,716,000) | (14,683,000) | |
Net cash provided by investing activities | (1,926,000) | (1,518,000) | (48,822,000) | |
Net cash provided by (used in) financing activities | 7,733,000 | 15,012,000 | 67,219,000 | |
Net increase in cash and cash equivalents | $ (4,492,000) | 778,000 | $ 3,714,000 | |
Aptevo [Member] | Disposed of by Sale [Member] | ||||
Assets [Abstract] | ||||
Cash and cash equivalents | 45,000,000 | |||
Accounts receivable, net | 4,465,000 | |||
Inventories | 11,959,000 | |||
Notes receivable | 20,000,000 | |||
Other current assets | 4,870,000 | |||
Current assets of discontinued operations | 86,294,000 | |||
Property, plant and equipment, net | 6,128,000 | |||
In-process research and development | 41,800,000 | |||
Intangible assets, net | 15,402,000 | |||
Goodwill | 13,902,000 | |||
Non-current assets of discontinued operations | 77,232,000 | |||
Total assets of discontinued operations | 163,526,000 | |||
Liabilities [Abstract] | ||||
Accounts payable | 6,285,000 | |||
Accrued expenses and other current liabilities | 64,000 | |||
Accrued compensation | 2,456,000 | |||
Contingent consideration, current portion | 191,000 | |||
Provision for chargebacks | 2,341,000 | |||
Deferred revenue, current portion | 433,000 | |||
Current liabilities of discontinued operations | 11,770,000 | |||
Deferred revenue, net of current portion | 3,232,000 | |||
Other liabilities | 91,000 | |||
Non-current liabilities of discontinued operations | 3,323,000 | |||
Total liabilities of discontinued operations | $ 15,093,000 | |||
Aptevo [Member] | Held-for-sale [Member] | ||||
Assets [Abstract] | ||||
Cash and cash equivalents | 4,492,000 | |||
Accounts receivable, net | 6,861,000 | |||
Inventories | 16,049,000 | |||
Prepaid expenses and other current assets | 1,880,000 | |||
Current assets of discontinued operations | 29,282,000 | |||
Property, plant and equipment, net | 4,046,000 | |||
In-process research and development | 41,800,000 | |||
Intangible assets, net | 16,617,000 | |||
Goodwill | 13,902,000 | |||
Non-current assets of discontinued operations | 76,365,000 | |||
Total assets of discontinued operations | 105,647,000 | |||
Liabilities [Abstract] | ||||
Accounts payable | 8,134,000 | |||
Accrued expenses and other current liabilities | 22,000 | |||
Accrued compensation | 2,684,000 | |||
Contingent consideration, current portion | 306,000 | |||
Provision for chargebacks | 2,238,000 | |||
Deferred revenue, current portion | 3,964,000 | |||
Current liabilities of discontinued operations | 17,348,000 | |||
Deferred revenue, net of current portion | 3,163,000 | |||
Other liabilities | 71,000 | |||
Non-current liabilities of discontinued operations | 3,234,000 | |||
Total liabilities of discontinued operations | $ 20,582,000 |
Fair value measurements (Detail
Fair value measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Liabilities [Abstract] | |||
Payment of contingent obligations | |||
Unobservable Input Reconciliation [Roll Forward] | |||
Balance, beginning of period | $ 25,155 | 40,037 | |
Expense (income) included in earnings | (10,857) | (10,884) | |
Settlements | (1,113) | (4,803) | |
Purchases, sales and issuances | 0 | 805 | |
Transfers in/(out) of Level 3 | 0 | 0 | |
Balance, end of period | 13,185 | 25,155 | |
RSDL [Member] | |||
Liabilities [Abstract] | |||
Fair value adjustment for contingent obligations | (5,400) | (1,500) | |
Evolva Holding SA 035 & Unither [Member] | |||
Liabilities [Abstract] | |||
Fair value adjustment for contingent obligations | (5,400) | (9,400) | |
Unobservable Input Reconciliation [Roll Forward] | |||
Contingent value rights based on the novation of the contract | 4,000 | ||
Fair Value, Measurements, Recurring [Member] | |||
Assets [Abstract] | |||
Investment in money market funds | [1] | 10 | 3,323 |
Total assets | 10 | 3,323 | |
Liabilities [Abstract] | |||
Contingent price consideration | 13,185 | 25,155 | |
Total liabilities | 13,185 | 25,155 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Assets [Abstract] | |||
Investment in money market funds | [1] | 10 | 3,323 |
Total assets | 10 | 3,323 | |
Liabilities [Abstract] | |||
Contingent price consideration | 0 | 0 | |
Total liabilities | 0 | 0 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Assets [Abstract] | |||
Investment in money market funds | [1] | 0 | 0 |
Total assets | 0 | 0 | |
Liabilities [Abstract] | |||
Contingent price consideration | 0 | 0 | |
Total liabilities | 0 | 0 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Assets [Abstract] | |||
Investment in money market funds | [1] | 0 | 0 |
Total assets | 0 | 0 | |
Liabilities [Abstract] | |||
Contingent price consideration | 13,185 | 25,155 | |
Total liabilities | $ 13,185 | $ 25,155 | |
[1] | Included in cash and cash equivalents in accompanying consolidated balance sheets. |
Accounts receivable (Details)
Accounts receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 138,478 | $ 113,906 |
Increase in unbilled accounts receivable | 29,900 | |
Billed [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 90,439 | 95,735 |
Unbilled [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 48,039 | 18,171 |
Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 138,478 | $ 113,906 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventories [Abstract] | ||
Raw materials and supplies | $ 30,687 | $ 21,275 |
Work-in-process | 19,821 | 32,709 |
Finished goods | 23,494 | 6,903 |
Total inventories | $ 74,002 | $ 60,887 |
Property, plant and equipment45
Property, plant and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 488,004 | $ 421,575 | |
Less: Accumulated depreciation and amortization | (111,556) | (93,767) | |
Total Property, plant and equipment, net | 376,448 | 327,808 | |
Depreciation and amortization | 28,023 | 23,737 | $ 22,340 |
Land and Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 20,340 | 16,520 | |
Buildings, Building Improvements and Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 147,130 | 108,908 | |
Furniture and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 190,157 | 129,933 | |
Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 52,564 | 39,683 | |
Construction-in-progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 77,813 | $ 126,531 |
Intangible assets, in-process46
Intangible assets, in-process research and development and goodwill (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Intangible Assets [Abstract] | ||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 701 | $ 9,827 | $ 0 | |
Finite-Lived Intangible Assets, Net | 33,865 | 33,865 | ||
Goodwill | 41,001 | 41,001 | ||
Cost Basis [Abstract] | ||||
Intangible Assets, Beginning Balance | 57,099 | |||
Additions | 0 | |||
Intangible Assets, Ending Balance | 57,099 | 57,099 | ||
Accumulated Amortization [Abstract] | ||||
Accumulated Amortization, Beginning Balance | (16,341) | |||
Amortization | 6,893 | 7,376 | 6,991 | |
Accumulated Amortization, Ending balance | $ (23,234) | (16,341) | ||
Intangible assets, weighted average useful life | 75 months | |||
Net book value of intangible assets | $ 33,865 | 33,865 | ||
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||||
2,017 | 6,217 | |||
2,018 | 6,217 | |||
2,019 | 5,738 | |||
2,020 | 5,657 | |||
2021 and beyond | 10,036 | |||
Finite-Lived Intangible Assets, Net | 33,865 | $ 33,865 | ||
Goodwill, Cost Basis [Abstract] | ||||
Goodwill, Beginning Balance | 41,001 | |||
Goodwill, Additions | 0 | |||
Goodwill, Ending Balance | 41,001 | 41,001 | ||
In-process research and development assets | 0 | 701 | ||
EV-035 [Member] | ||||
Intangible Assets [Abstract] | ||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 9,800 | |||
Finite-Lived Intangible Assets, Net | 700 | |||
Accumulated Amortization [Abstract] | ||||
Net book value of intangible assets | 700 | |||
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||||
Finite-Lived Intangible Assets, Net | 700 | |||
Therapeutics and Vaccines [Member] | ||||
Goodwill, Cost Basis [Abstract] | ||||
Goodwill, Beginning Balance | 24,349 | |||
Goodwill, Additions | 0 | |||
Goodwill, Ending Balance | 24,349 | 24,349 | ||
Therapeutics and Vaccines [Member] | EV-035 [Member] | ||||
Intangible Assets [Abstract] | ||||
Goodwill | $ 22,000 | |||
Contract Manufacturing [Member] | ||||
Goodwill, Cost Basis [Abstract] | ||||
Goodwill, Beginning Balance | 6,736 | |||
Goodwill, Additions | 0 | |||
Goodwill, Ending Balance | 6,736 | 6,736 | ||
Medical Devices [Member] | ||||
Goodwill, Cost Basis [Abstract] | ||||
Goodwill, Beginning Balance | 9,916 | |||
Goodwill, Additions | 0 | |||
Goodwill, Ending Balance | $ 9,916 | $ 9,916 |
Long-term debt (Details)
Long-term debt (Details) $ / shares in Units, $ in Thousands | Aug. 12, 2016shares$ / shares | Dec. 11, 2013USD ($)Unit | Jan. 29, 2014USD ($)shares$ / shares | Sep. 30, 2014 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Long-Term Debt [Line Items] | |||||||
Proceeds from borrowings on long-term indebtedness | $ 0 | $ 2,000 | $ 1,000 | ||||
Payments on borrowings on long-term indebtedness | $ 0 | 0 | $ 62,000 | ||||
BAML Revolving Credit Facility [Memeber] | |||||||
Long-Term Debt [Line Items] | |||||||
Maturity date | Dec. 11, 2018 | ||||||
Maximum borrowing capacity | $ 100,000 | ||||||
Credit Agreement [Member] | |||||||
Long-Term Debt [Line Items] | |||||||
Number of lending institutions | Unit | 3 | ||||||
Debt covenant, consolidated debt service coverage ratio, minimum | 2.50 | ||||||
Debt covenant, leverage ratio, maximum | 4 | 3.50 | 3.75 | ||||
Debt covenant, minimum cash and liquid investments balance | $ 50,000 | ||||||
2.875% Convertible Senior Notes Due 2021 [Member] | |||||||
Long-Term Debt [Line Items] | |||||||
Face amount of debt instrument | $ 250,000 | ||||||
Interest rate percentage | 2.875% | ||||||
Maturity date | Jan. 15, 2021 | ||||||
Conversion rate of notes per $1,000 principal amount (in shares) | shares | 32.3860 | 30.8821 | |||||
Conversion price per share (in dollars per share) | $ / shares | $ 30.88 | $ 32.38 | |||||
Debt issuance costs | $ 8,300 | ||||||
BAML Term Loan [Member] | |||||||
Long-Term Debt [Line Items] | |||||||
Debt issuance costs | $ 1,800 | ||||||
Amount of debt issuance costs in other assets, netted against long term debt [Member] | |||||||
Long-Term Debt [Line Items] | |||||||
Debt issuance costs | 4,900 | ||||||
Amount of debt issuance costs in prepaid and other current assets, netted against long term debt [Member] | |||||||
Long-Term Debt [Line Items] | |||||||
Debt issuance costs | $ 1,200 |
Stockholders' equity (Details)
Stockholders' equity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Preferred stock | ||
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock | ||
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, voting rights | 1 | |
Senior Managment [Member] | ||
Treasury Stock [Abstract] | ||
Stock repurchased as part of stock swap (in shares) |
Stockholders' equity, share-bas
Stockholders' equity, share-based compensation arrangements by share-based payment award (Details) - USD ($) | May 19, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 14, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 18,477,000 | $ 15,848,000 | $ 12,829,000 | |||
Aggregate intrinsic value [Abstract] | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 10 months 10 days | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 18,000,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 3,800,000 | |||||
Stock Repurchase Program, Authorized Amount | $ 50,000,000 | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Total stock-based compensation expense | 18,477,000 | 15,848,000 | 12,829,000 | |||
Continuing Operations [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Total stock-based compensation expense | 17,356,000 | 14,741,000 | 11,754,000 | |||
Discontinued Operations [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Total stock-based compensation expense | 1,121,000 | 1,107,000 | 1,075,000 | |||
Stock Options [Member] | ||||||
Aggregate Intrinsic Value [Abstract] | ||||||
Outstanding, beginning of period | 52,119,607 | |||||
Outstanding, end of period | 25,348,245 | $ 52,119,607 | ||||
Exercisable, end of period | 19,938,451 | |||||
Options expected to vest, end of period | $ 4,565,548 | |||||
Aggregate intrinsic value [Abstract] | ||||||
Weighted average remaining contractual term of options outstanding | 4 years | 4 years 4 months 24 days | ||||
Weighted average remaining contractual term of options exercisable | 3 years 2 months 12 days | 3 years 4 months 24 days | ||||
Weighted average grant date fair value of options granted (in dollars per share) | $ 9.24 | $ 8.66 | $ 8.84 | |||
Total intrinsic value of options exercised | $ 15,600,000 | $ 20,200,000 | 7,500,000 | |||
Total fair value of awards vested | $ 16,900,000 | $ 14,400,000 | 12,300,000 | |||
2006 Plan [Member] | Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock authorized for issuance under the plan (in shares) | 18,900,000 | |||||
Options outstanding [Roll Forward] | ||||||
Outstanding, beginning of period (in shares) | 2,964,237 | |||||
Granted (in shares) | 411,698 | |||||
Exercised (in shares) | (809,638) | |||||
Forfeited (in shares) | (96,293) | |||||
Cancelled (in shares) | (146,986) | |||||
Equitable adjustment (in shares) | 236,313 | |||||
Outstanding, end of period (in shares) | 2,559,331 | 2,964,237 | ||||
Exercisable, end of period (in shares) | 1,504,855 | |||||
Options expected to vest, end of period (in shares) | 849,184 | |||||
Weighted-Average Exercise Price [Roll Forward] | ||||||
Outstanding, beginning of period (in dollars per share) | $ 22.73 | |||||
Granted (in dollars per share) | 33.61 | |||||
Exercised (in dollars per share) | 19.41 | |||||
Forfeited (in dollars per share) | 26.67 | |||||
Cancelled (in dollars per share) | 28.33 | |||||
Equitable adjustment (in dollars per share) | 22.90 | |||||
Outstanding, end of period (in dollars per share) | 22.94 | $ 22.73 | ||||
Exercisable, end of period (in dollars per share) | 19.59 | |||||
Options expected to vest, end of period (in dollars per share) | $ 27.46 | |||||
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) | 515,782 | |||||
Vested (in shares) | (420,599) | |||||
Forfeited (in shares) | (80,428) | |||||
Cancelled (in shares) | (107,514) | |||||
Equitable adjustment (in shares) | 79,339 | |||||
Outstanding, end of period (in shares) | 875,584 | 889,004 | ||||
Weighted-Average Grant Price [Roll Forward] | ||||||
Outstanding, beginning of period (in dollars per share) | $ 26.86 | |||||
Granted (in dollars per share) | 34 | |||||
Vested (in dollars per share) | 24.68 | |||||
Forfeited (in dollars per share) | 29.40 | |||||
Cancelled (in dollars per share) | 30.90 | |||||
Equitable adjustment (in dollars per share) | 28.86 | |||||
Outstanding, end of period (in dollars per share) | $ 28.94 | $ 26.86 | ||||
Aggregate intrinsic value [Abstract] | ||||||
Outstanding, beginning of period | $ 35,569,048 | |||||
Outstanding, end of period | $ 28,754,179 | $ 35,569,048 | ||||
2004 Plan [Member] | Stock Options [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 | 29,699 | ||||
Exercisable, end of period (in shares) | 0 | |||||
Options expected to vest, end of period (in shares) | 0 | |||||
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) | 0 | $ 10.28 | ||||
Exercisable, end of period (in dollars per share) | 0 | |||||
Options expected to vest, end of period (in dollars per share) | $ 0 | |||||
Cost of Product Sales [Member] | Continuing Operations [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Total stock-based compensation expense | $ 997,000 | $ 1,183,000 | 1,145,000 | |||
Research and Development [Member] | Continuing Operations [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Total stock-based compensation expense | 2,297,000 | 2,324,000 | 2,779,000 | |||
Selling, General and Administrative [Member] | Continuing Operations [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Total stock-based compensation expense | $ 14,062,000 | $ 11,234,000 | $ 7,830,000 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current | |||
Federal | $ 29,244 | $ 38,957 | $ 22,988 |
State | 2,331 | 2,221 | 959 |
International | 1,002 | 2,029 | 828 |
Total current | 32,577 | 43,207 | 24,775 |
Deferred | |||
Federal | 9,979 | (119) | 3,332 |
State | (272) | (111) | 209 |
International | (5,587) | 1,323 | 1,612 |
Total deferred | 4,120 | 1,093 | 5,153 |
Total provision for income taxes | 36,697 | 44,300 | 29,928 |
Net deferred tax asset [Abstract] | |||
Net operating loss carryforward (federal) | 4,130 | 5,394 | |
Net Operating Loss Carryforward (state) | 13,682 | 12,751 | |
Research and development carryforward | 3,647 | 3,545 | |
Scientific research and experimental development credit carryforward | 16,594 | 25,771 | |
Intangible assets | 0 | 5,792 | |
Stock compensation | 8,389 | 9,391 | |
Foreign deferrals | 58,647 | 80,920 | |
Inventory reserves | 2,273 | 3,754 | |
Other | 5,569 | 8,484 | |
Deferred tax asset | 112,931 | 155,802 | |
Fixed assets | (30,728) | (31,925) | |
Intangible assets | (5,882) | (4,760) | |
Other | (16,047) | (17,192) | |
Deferred tax liability | (52,657) | (53,877) | |
Valuation allowance | (54,178) | (90,639) | |
Net deferred tax asset | 6,096 | 11,286 | |
Operating Loss Carryforwards [Line Items] | |||
Deferred Tax Assets, Valuation Allowance | 54,178 | 90,639 | |
Income tax reconciliation [Abstract] | |||
US | 63,330 | 117,385 | 76,909 |
International | 35,891 | 18,331 | 7,285 |
Earnings before taxes on income | 99,221 | 135,716 | 84,194 |
Federal tax at statutory rates | 34,738 | 47,475 | 29,468 |
State taxes, net of federal benefit | 529 | 852 | 650 |
Impact of foreign operations | (9,937) | (1,640) | (1,176) |
Change in valuation allowance | 10,458 | (950) | 1,091 |
Effect of foreign rates | (720) | ||
Tax credits | (1,572) | (2,088) | (1,743) |
Other differences | 1,823 | 733 | 126 |
Permanent differences | 1,378 | (82) | 1,512 |
Total provision for income taxes | $ 36,697 | $ 44,300 | $ 29,928 |
Effective annual tax rate | 37.00% | 33.00% | 36.00% |
Research and Development Tax Credit [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforward, amount | $ 3,700 | ||
Tax credit carryforwards, expiration date | Dec. 31, 2023 | ||
Canadian Federal Scientific Research And Experimental Development [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforward, amount | $ 500 | ||
Tax credit carryforwards, expiration date | Dec. 31, 2027 | ||
Manitoba Scientific Research And Experimental Development [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforward, amount | $ 16,100 | ||
Tax credit carryforwards, expiration date | Dec. 31, 2024 | ||
U.S. Federal Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 11,800 | ||
Operating loss carryforwards, expiration year | Dec. 31, 2026 | ||
State and Local Jurisdiction [Member] | |||
Net deferred tax asset [Abstract] | |||
Valuation allowance | $ (191,700) | ||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 255,100 | ||
Operating loss carryforwards, expiration year | Dec. 31, 2018 | ||
Deferred Tax Assets, Valuation Allowance | $ 191,700 | ||
Foreign Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 170,300 | ||
Period of change in the nature or conduct of business following change in ownership | 3 years | ||
U.S. Federal Tax Authority - Tax Effected [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 4,100 | ||
State and Local Jurisdiction - Tax Effected [Member] | |||
Net deferred tax asset [Abstract] | |||
Valuation allowance | (10,300) | ||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 13,700 | ||
Deferred Tax Assets, Valuation Allowance | 10,300 | ||
Canadian Federal Gross [Member] | |||
Net deferred tax asset [Abstract] | |||
Valuation allowance | (43,600) | ||
Operating Loss Carryforwards [Line Items] | |||
Deferred Tax Assets, Valuation Allowance | 43,600 | ||
Canadian Federal Tax Effected [Member] | |||
Net deferred tax asset [Abstract] | |||
Valuation allowance | (11,700) | ||
Operating Loss Carryforwards [Line Items] | |||
Deferred Tax Assets, Valuation Allowance | 11,700 | ||
Foreign Tax Authority Tax Effected [Member] | |||
Net deferred tax asset [Abstract] | |||
Valuation allowance | (43,900) | ||
Operating Loss Carryforwards [Line Items] | |||
Deferred Tax Assets, Valuation Allowance | $ 43,900 |
Income taxes, income tax contin
Income taxes, income tax contingency (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | |||
Unrecognized tax benefits, current | $ 500,000 | $ 318,000 | |
Unrecognized tax benefits, noncurrent | 1,300,000 | 1,064,000 | |
Gross unrecognized tax benefits activity [Roll Forward] | |||
Gross unrecognized tax benefits, beginning balance | 1,457,000 | 1,248,000 | $ 1,121,000 |
Increases for tax positions for prior years | 5,000 | 150,000 | 150,000 |
Decreases for tax positions for prior years | 0 | 0 | 0 |
Increases for tax positions for current year | 299,000 | 59,000 | 102,000 |
Settlements | 0 | 0 | 0 |
Lapse of statute of limitations | 0 | 0 | (125,000) |
Gross unrecognized tax benefits, ending balance | $ 1,761,000 | $ 1,457,000 | $ 1,248,000 |
U.S. Federal Tax Authority [Member] | Minimum [Member] | |||
Gross unrecognized tax benefits activity [Roll Forward] | |||
Open tax year | 2,011 | ||
Federal income tax year selected for audit | 2,011 | ||
U.S. Federal Tax Authority [Member] | Maximum [Member] | |||
Gross unrecognized tax benefits activity [Roll Forward] | |||
Open tax year | 2,015 | ||
Federal income tax year selected for audit | 2,012 | ||
United Kingdom Tax Authority [Member] | Minimum [Member] | |||
Gross unrecognized tax benefits activity [Roll Forward] | |||
Open tax year | 2,007 | ||
United Kingdom Tax Authority [Member] | Maximum [Member] | |||
Gross unrecognized tax benefits activity [Roll Forward] | |||
Open tax year | 2,015 |
Purchase commitment (Details)
Purchase commitment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Purchase commitment [Abstract] | |||
Total purchase commitment to Norwood Laboratories Inc. | $ 0 | $ 15,200,000 | |
Materials purchased from Norwood Laboratories Inc as of December 31, 2014 | $ 4,500,000 | $ 6,200,000 | $ 1,500,000 |
401(k) savings plan (Details)
401(k) savings plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
401(k) savings plan [Abstract] | |||
Matching of qualified deferrals by employer, maximum | 50.00% | ||
Percentage of employee's gross salary subject to employer's matching contribution | 6.00% | ||
Matching contributions made by employer | $ 2.5 | $ 2.2 | $ 2.1 |
Related party transactions (Det
Related party transactions (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Related Party Transaction [Line Items] | |
Costs incurred from services rendered under marketing/consulting agreement | $ 0.2 |
Saudi Arabia [Member] | |
Related Party Transaction [Line Items] | |
Percentage of net sales of biodefense products subject to payment to related party | 17.50% |
Qatar [Member] | |
Related Party Transaction [Line Items] | |
Percentage of net sales of biodefense products subject to payment to related party | 15.00% |
United Arab Emirates [Member] | |
Related Party Transaction [Line Items] | |
Percentage of net sales of biodefense products subject to payment to related party | 15.00% |
Earnings per share (Details)
Earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator [Abstract] | |||||||||||
Net Income from continuing operations | $ 32,289 | $ 20,388 | $ (2,042) | $ 11,889 | $ 42,491 | $ 42,088 | $ 22,565 | $ (15,728) | $ 62,524 | $ 91,416 | $ 54,266 |
Interest expense, net of tax | 3,255 | 3,019 | 2,879 | ||||||||
Amortization of debt issuance costs, net of tax | 781 | 868 | 735 | ||||||||
Net income, adjusted from continuing operations | 66,560 | 95,303 | 57,880 | ||||||||
Income (loss) from discontinued operations | $ 5,103 | $ 952 | $ (8,905) | $ (7,898) | $ (9,144) | $ (5,145) | $ (8,465) | $ (5,792) | (10,748) | (28,546) | (17,525) |
Net income (loss), adjusted | $ 55,812 | $ 66,757 | $ 40,355 | ||||||||
Denominator [Abstract] | |||||||||||
Weighted-average number of shares-basic (in shares) | 40,184,159 | 38,595,435 | 37,344,891 | ||||||||
Dilutive securities-equity awards (in shares) | 1,054,453 | 939,882 | 737,391 | ||||||||
Dilutive securities-convertible debt | 8,096,500 | 7,720,525 | 7,720,525 | ||||||||
Weighted-average number of shares-diluted (in shares) | 49,335,112 | 47,255,842 | 45,802,807 | ||||||||
Net income per share - basic from continuing operations (in dollars per share) | $ 0.80 | $ 0.50 | $ (0.05) | $ 0.30 | $ 1.08 | $ 1.08 | $ 0.59 | $ (0.42) | $ 1.56 | $ 2.37 | $ 1.45 |
Net loss from discontinued operations-basic | 0.13 | 0.02 | (0.22) | (0.20) | (0.23) | (0.14) | (0.22) | (0.15) | (0.27) | (0.74) | (0.47) |
Net income per share - basic (in dollars per share) | 0.93 | 0.52 | (0.27) | 0.10 | 0.85 | 0.94 | 0.37 | (0.57) | 1.29 | 1.63 | 0.98 |
Net income per share - diluted from continuing operations (in dollars per share) | 0.67 | 0.43 | (0.05) | 0.26 | 0.90 | 0.90 | 0.50 | (0.42) | 1.35 | 2.02 | 1.26 |
Net loss per share from discontinued operations-basic | 0.10 | 0.02 | (0.22) | (0.16) | (0.19) | (0.11) | (0.18) | (0.15) | (0.22) | (0.61) | (0.38) |
Net income per share-diluted | $ 0.77 | $ 0.45 | $ (0.27) | $ 0.10 | $ 0.71 | $ 0.79 | $ 0.32 | $ (0.57) | $ 1.13 | $ 1.41 | $ 0.88 |
Stock Options [Member] | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Antidilutive shares excluded from calculation (in shares) | 1,400,000 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of activity for liabilities [Roll Forward] | |||
Impairment of idled equipment | $ 5,569 | $ 1,147 | $ 0 |
Selling, General and Administrative Expenses [Member] | |||
Summary of activity for liabilities [Roll Forward] | |||
Impairment of idled equipment | 3,700 | ||
EBOL Restructuring Plan [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Incurred in 2016 | 9,686 | ||
Inception to Date Costs Incurred | 9,686 | ||
Total Expected to be Incurred | 9,727 | ||
Termination Benefits [Member] | |||
Summary of activity for liabilities [Roll Forward] | |||
Balance, beginning of period | 0 | ||
Expenses incurred | 5,246 | ||
Amount paid | (889) | ||
Other adjustments | 0 | ||
Balance, end of period | 4,357 | $ 0 | |
Termination Benefits [Member] | EBOL Restructuring Plan [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Incurred in 2016 | 5,246 | ||
Inception to Date Costs Incurred | 5,246 | ||
Total Expected to be Incurred | 5,287 | ||
Abandonment of Equipment [Member] | EBOL Restructuring Plan [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Incurred in 2016 | 3,749 | ||
Inception to Date Costs Incurred | 3,749 | ||
Total Expected to be Incurred | 3,749 | ||
Other Costs [Member] | EBOL Restructuring Plan [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Incurred in 2016 | 691 | ||
Inception to Date Costs Incurred | 691 | ||
Total Expected to be Incurred | 691 | ||
Retention Payments [Member] | |||
Summary of activity for liabilities [Roll Forward] | |||
Amount paid | $ 2,000 |
Segment information (Details)
Segment information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)Segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of independent public companies | Segment | 2 | ||
Number of business segments | Segment | 1 | ||
Long-lived assets | $ 970,111 | $ 1,037,484 | |
Research and development | 108,290 | 119,186 | $ 104,721 |
Interest revenue | 1,053 | 572 | 320 |
Interest expense | (7,617) | (6,523) | (8,240) |
Depreciation and amortization | 28,023 | 23,737 | 22,340 |
Net income | 51,776 | 62,870 | 36,741 |
Intangible assets | 33,865 | 40,758 | |
In-process research and development assets | 0 | 701 | |
Goodwill, net book value | 41,001 | 41,001 | |
Total assets | 970,111 | 1,037,484 | |
Expenditures for long-lived assets | $ 76,257 | $ 44,812 | $ 30,673 |
Revenue [Member] | United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 96.00% | 98.00% | 96.00% |
Revenue [Member] | U.S. Government [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 80.00% | 89.00% | 87.00% |
Foreign Jurisdictions [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | $ 28,400 | $ 25,800 | |
Total assets | $ 28,400 | $ 25,800 |
Quarterly financial data (una58
Quarterly financial data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly financial data (unaudited) [Abstract] | |||||||||||
Revenue | $ 151,663 | $ 142,914 | $ 91,241 | $ 102,964 | $ 159,784 | $ 158,378 | $ 119,022 | $ 52,147 | $ 488,782 | $ 489,331 | $ 404,466 |
Income from operations | 50,929 | 35,478 | (2,042) | 21,157 | 65,146 | 63,159 | 35,104 | (21,895) | |||
Net income from continuing operations | 32,289 | 20,388 | (2,042) | 11,889 | 42,491 | 42,088 | 22,565 | (15,728) | 62,524 | 91,416 | 54,266 |
Income (loss) from discontinued operations | 5,103 | 952 | (8,905) | (7,898) | (9,144) | (5,145) | (8,465) | (5,792) | (10,748) | (28,546) | (17,525) |
Net income | $ 37,392 | $ 21,340 | $ (10,947) | $ 3,991 | $ 33,347 | $ 36,943 | $ 14,100 | $ (21,520) | $ 51,776 | $ 62,870 | $ 36,741 |
Net income per share from continuing operations-basic (in dollars per share) | $ 0.80 | $ 0.50 | $ (0.05) | $ 0.30 | $ 1.08 | $ 1.08 | $ 0.59 | $ (0.42) | $ 1.56 | $ 2.37 | $ 1.45 |
Net loss per share from discontinued operations-basic (in dollars per share) | 0.13 | 0.02 | (0.22) | (0.20) | (0.23) | (0.14) | (0.22) | (0.15) | (0.27) | (0.74) | (0.47) |
Net income per share - basic (in dollars per share) | 0.93 | 0.52 | (0.27) | 0.10 | 0.85 | 0.94 | 0.37 | (0.57) | 1.29 | 1.63 | 0.98 |
Net income per share from continuing operations-diluted (in dollars per share) | 0.67 | 0.43 | (0.05) | 0.26 | 0.90 | 0.90 | 0.50 | (0.42) | 1.35 | 2.02 | 1.26 |
Net loss per share from discontinued operations-diluted (in dollars per share) | 0.10 | 0.02 | (0.22) | (0.16) | (0.19) | (0.11) | (0.18) | (0.15) | (0.22) | (0.61) | (0.38) |
Net income per share-diluted | $ 0.77 | $ 0.45 | $ (0.27) | $ 0.10 | $ 0.71 | $ 0.79 | $ 0.32 | $ (0.57) | $ 1.13 | $ 1.41 | $ 0.88 |