Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2017shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Emergent BioSolutions Inc. |
Entity Central Index Key | 1,367,644 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | Yes |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 41,395,398 |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | Q3 |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2017 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 340,991 | $ 271,513 |
Restricted cash | 1,043 | 0 |
Accounts receivable, net | 129,357 | 138,478 |
Inventories | 68,889 | 74,002 |
Income tax receivable, net | 0 | 9,996 |
Prepaid expenses and other current assets | 15,754 | 16,229 |
Total current assets | 556,034 | 510,218 |
Property, plant and equipment, net | 386,457 | 376,448 |
Intangible assets, net | 29,202 | 33,865 |
Goodwill | 41,001 | 41,001 |
Deferred tax assets, net | 4,864 | 6,096 |
Other assets | 6,644 | 2,483 |
Total assets | 1,024,202 | 970,111 |
Current liabilities: | ||
Accounts payable | 30,111 | 34,649 |
Accrued expenses and other current liabilities | 3,918 | 6,368 |
Accrued compensation | 32,626 | 34,537 |
Notes payable, current portion | 0 | 20,000 |
Contingent consideration, current portion | 2,393 | 3,266 |
Income taxes payable | 1,875 | 0 |
Deferred revenue, current portion | 4,509 | 7,036 |
Total current liabilities | 75,432 | 105,856 |
Contingent consideration, net of current portion | 9,398 | 9,919 |
Long-term indebtedness | 248,994 | 248,094 |
Deferred revenue, net of current portion | 24,966 | 8,433 |
Other liabilities | 1,702 | 1,604 |
Total liabilities | 360,492 | 373,906 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 15,000,000 shares authorized, 0 shares issued and outstanding at both September 30, 2017 and December 31, 2016 | 0 | 0 |
Common stock, $0.001 par value; 200,000,000 shares authorized, 41,807,978 shares issued and 41,382,429 shares outstanding at September 30, 2017; 40,996,890 shares issued and 40,574,060 shares outstanding at December 31, 2016 | 41 | 41 |
Treasury stock, at cost, 425,549 and 422,830 common shares at September 30, 2017 and December 31, 2016, respectively | (6,503) | (6,420) |
Additional paid-in capital | 370,855 | 352,435 |
Accumulated other comprehensive loss | (3,815) | (4,331) |
Retained earnings | 303,132 | 254,480 |
Total stockholders' equity | 663,710 | 596,205 |
Total liabilities and stockholders' equity | $ 1,024,202 | $ 970,111 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
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 | 200,000,000 |
Common stock, shares issued (in shares) | 41,807,978 | 40,996,890 |
Common stock, shares outstanding (in shares) | 41,382,429 | 40,574,060 |
Treasury stock ( in shares) | 425,549 | 422,830 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |||
Revenues: | ||||||
Product sales | $ 114,296 | $ 96,698 | $ 259,875 | $ 208,785 | ||
Contract manufacturing | 18,912 | 14,712 | 52,700 | 32,455 | ||
Contracts and grants | 16,226 | 31,504 | 54,489 | 95,879 | ||
Total revenues | 149,434 | 142,914 | 367,064 | 337,119 | ||
Operating expenses: | ||||||
Cost of product sales and contract manufacturing | 44,503 | 39,560 | 125,449 | 93,025 | ||
Research and development | 22,659 | 27,188 | 68,886 | 81,173 | ||
Selling, general and administrative | 34,503 | 40,688 | 101,521 | 108,328 | ||
Income from operations | 47,769 | 35,478 | 71,208 | 54,593 | ||
Other income (expense): | ||||||
Interest income | 637 | 358 | 1,593 | 764 | ||
Interest expense | (1,991) | (2,049) | (5,734) | (5,082) | ||
Other expense, net | (101) | (234) | (387) | (176) | ||
Total other expense, net | (1,455) | (1,925) | (4,528) | (4,494) | ||
Income from continuing operations before provision for income taxes | 46,314 | 33,553 | 66,680 | 50,099 | ||
Provision for income taxes | 12,763 | 13,165 | 18,028 | 19,861 | ||
Net Income from continuing operations | 33,551 | 20,388 | 48,652 | 30,238 | ||
Net income (loss) from discontinued operations | 0 | 952 | 0 | (15,854) | ||
Net income | $ 33,551 | $ 21,340 | $ 48,652 | $ 14,384 | ||
Net income (loss) per share - basic: | ||||||
Net income per share from continuing operations-basic (in dollars per share) | $ 0.81 | $ 0.50 | $ 1.19 | $ 0.75 | ||
Net income (loss) per share from discontinued operations-basic (in dollars per share) | 0 | 0.02 | 0 | (0.40) | ||
Net income per share - basic (in dollars per share) | 0.81 | 0.52 | 1.19 | 0.35 | ||
Net income (loss) per share - diluted: | ||||||
Net income from continuing operations - diluted (in dollars per share) | 0.68 | [1] | 0.43 | [1] | 1.03 | 0.68 |
Net income (loss) per share from discontinued operations-diluted (in dollars per share) | 0 | 0.02 | 0 | (0.32) | ||
Net income per share - diluted (in dollars per share) | $ 0.68 | [1] | $ 0.45 | [1] | $ 1.03 | $ 0.36 |
Weighted-average number of shares - basic (in shares) | 41,222,504 | 40,465,423 | 40,989,813 | 40,071,730 | ||
Weighted-average number of shares - diluted (in shares) | 50,467,829 | 49,440,313 | 50,090,088 | 48,826,597 | ||
[1] | See "Earnings per share" for details on calculation. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Consolidated Statements of Comprehensive Income [Abstract] | ||||
Net income | $ 33,551 | $ 21,340 | $ 48,652 | $ 14,384 |
Foreign currency translations, net of tax | (296) | (492) | 516 | (859) |
Comprehensive income | $ 33,255 | $ 20,848 | $ 49,168 | $ 13,525 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 48,652 | $ 14,384 |
Adjustments to reconcile to net cash provided by (used in) operating activities: | ||
Stock-based compensation expense | 11,805 | 14,527 |
Depreciation and amortization | 29,899 | 28,155 |
Deferred income taxes | 18,618 | 4,814 |
Change in fair value of contingent obligations | 1,350 | (1,253) |
Debt issuance costs | (1,426) | 0 |
Abandonment of long-lived assets | 0 | 3,749 |
Excess tax benefits from stock-based compensation | 0 | (10,825) |
Other | 703 | 2,467 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 9,411 | 45,035 |
Inventories | 5,113 | (16,183) |
Income taxes | (5,515) | (10,072) |
Prepaid expenses and other assets | (2,157) | (3,146) |
Accounts payable | 2,965 | (1,305) |
Accrued expenses and other liabilities | (2,334) | (1,699) |
Accrued compensation | (1,902) | (152) |
Provision for chargebacks | 0 | 103 |
Deferred revenue | 14,006 | (1,348) |
Net cash provided by operating activities | 129,188 | 67,251 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment and other | (42,381) | (56,243) |
Net cash used in investing activities | (42,381) | (56,243) |
Cash flows from financing activities: | ||
Issuance of common stock upon exercise of stock options | 10,799 | 14,981 |
Excess tax benefits from stock-based compensation | 0 | 10,825 |
Taxes paid on behalf of employees for equity activity | (4,184) | (4,590) |
Payments of notes payable | (20,000) | 0 |
Distribution to Aptevo | 0 | (45,000) |
Contingent obligation payments | (2,744) | (1,226) |
Restricted cash | (1,043) | 0 |
Purchase of treasury stock | (83) | 0 |
Net cash used in financing activities | (17,255) | (25,010) |
Effect of exchange rate changes on cash and cash equivalents | (74) | 139 |
Net increase (decrease) in cash and cash equivalents | 69,478 | (13,863) |
Cash and cash equivalents at beginning of period | 271,513 | 312,795 |
Cash and cash equivalents at end of period | $ 340,991 | $ 298,932 |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2017 | |
Summary of significant accounting policies [Abstract] | |
Summary of significant accounting policies | 1. Summary of significant accounting policies Basis of presentation and consolidation The accompanying unaudited consolidated financial statements include the accounts of Emergent BioSolutions Inc. ("Emergent" or the "Company") and its wholly owned and majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The unaudited consolidated financial statements included herein have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC. On August 1, 2016, the Company completed the spin-off of Aptevo Therapeutics Inc. ("Aptevo") and has classified the results of operations of Aptevo as discontinued operations for the three and nine months ended September 30, 2016. The historical financial statements and footnotes have been revised accordingly. See Note 2 "Discontinued operations" for further details regarding the spin-off. For financial reporting purposes, in the periods following the spin-off, the Company operates as one operating segment and therefore has a single reportable segment. In the opinion of the Company's management, any adjustments contained in the accompanying unaudited consolidated financial statements are of a normal recurring nature and are necessary to present fairly the financial position of the Company as of September 30, 2017. Interim results are not necessarily indicative of results that may be expected for any other interim period or for an entire year. Revenue recognition During the three and nine months ended September 30, 2017, there have been no significant changes to the Company's summary of significant accounting policies contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC, except for revenue recognition associated with the Biomedical Advanced Research and Development Authority ("BARDA") procurement contract for BioThrax (the "BARDA BioThrax Contract") and the modification of the BARDA development and procurement contract for the NuThrax product candidate (the "BARDA NuThrax Contract"). The BARDA NuThrax Contract was entered into on September 30, 2016. This contract is a service arrangement that includes multiple elements. The deliverables under the BARDA NuThrax Contract are the completion of development for NuThrax and the procurement of NuThrax for the Strategic National Stockpile ("SNS"). The Company has determined that the procurement of NuThrax under the BARDA NuThrax Contract is a contingent deliverable, as it is dependent upon successful completion of development; therefore the Company has excluded this from the allocation of the contract consideration. The Company allocated the value of the contract to the development for the NuThrax product candidate based on an approach using the best estimate of selling price ("BESP methodology"). The BESP methodology for the development deliverable takes into account a cost build-up for internal and external costs, plus a specified mark-up. The Company has allocated $147.5 million to the development services deliverable and will recognize revenue as the services are provided. On March 16, 2017, the Company entered into a contract with BARDA, valued at $100 million, for the delivery of BioThrax to the SNS over a two-year period of performance. In conjunction with the signing of this contract, the Company entered into a modification to its BARDA NuThrax Contract that increases the number of doses of NuThrax to be delivered under the base period from two million to three million doses with a commensurate reduction in dose price for the initial deliveries. The modification also provides for a discount on the sales price for doses to be procured during the option period up to $100 million. As a result of the modification of the BARDA NuThrax Contract in conjunction with execution of the BARDA BioThrax Contract, the Company has determined that the two agreements are linked under the revenue recognition requirements of the Financial Accounting Standards Board ("FASB") Topic 605, Revenue Recognition · development services for the NuThrax product candidate under the BARDA NuThrax Contract; and · procurement of BioThrax under the BARDA BioThrax Contract. The Company's allocation of contract consideration for the development services was updated based on the services provided prior to March 17, 2017. The allocation of contract consideration for the BioThrax doses to be sold under the BARDA BioThrax Contract was determined based on similar pricing provided to other customers. The Company's determination of the amount of contract consideration to be allocated to the discounts was based on an undiscounted probability adjusted model, which factored in the expected timing of regulatory approval for the NuThrax product candidate, expected levels of procurement of the NuThrax product candidate upon regulatory approval and the market conditions for these types of medical countermeasures. The Company allocated the contract consideration to the two units of accounting as follows: · $137.1 million was allocated to the development services for the NuThrax product candidate under the BARDA NuThrax Contract; and · $93.6 million was allocated to the procurement of BioThrax under the BARDA BioThrax Contract. The Company will defer a portion of the consideration received for doses delivered under the BARDA BioThrax Contract and the development services for the NuThrax product candidate. The Company will recognize the deferred revenue upon the delivery of NuThrax doses under the BARDA NuThrax Contract, or upon the future extinguishment of the Company's obligation to deliver NuThrax doses to which the discount applies. Recently issued accounting standards In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) " Topic 605, Revenue Recognition In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) " In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718) " In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 250): Simplifying the Test for Goodwill Impairment (" ASU No. 2017-04") . The standard eliminates the second step in the goodwill impairment test, which requires an entity to determine the implied fair value of the reporting unit's goodwill. Instead, an entity should recognize an impairment loss if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. The standard is effective for annual and interim goodwill impairment tests conducted in fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company does not believe that the new standard will have a material impact on its financial statements. There are no other recently issued accounting pronouncements that are expected to have a material impact on the Company's financial position, results of operations or cash flows. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations [Abstract] | |
Discontinued operations | 2. Discontinued operations On August 1, 2016, the Company completed the spin-off of Aptevo through The historical statements of operations of Aptevo have been presented as discontinued operations in the consolidated financial statements and the prior period has 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. The following table summarizes results from discontinued operations of Aptevo included in the consolidated statements of operations for the three and nine months ended September 30, 2016: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2016 2016 Revenues: Product sales $ 3,019 $ 21,183 Collaborations 68 187 Total revenues 3,087 21,370 Operating expense: Cost of product sales 907 11,556 Research and development 2,509 18,024 Selling, general and administrative 7,499 23,792 Loss from operations (7,828 ) (32,002 ) Other expense, net: (116 ) (41 ) Loss from discontinued operations before benefit from income taxes (7,944 ) (32,043 ) Benefit from income taxes (8,896 ) (16,189 ) Net income (loss) from discontinued operations $ 952 $ (15,854 ) The following table summarizes the cash flows of Aptevo included in the September 30, 2016 consolidated statements of cash flows: Nine Months Ended September 30, (in thousands) 2016 Net cash used in operating activities $ (10,299 ) Net cash used in investing activities (1,926 ) Net cash provided by financing activities 7,733 Net decrease in cash and cash equivalents $ (4,492 ) |
Fair value measurements
Fair value measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair value measurements [Abstract] | |
Fair value measurements | 3. Fair value measurements Contingent consideration are liabilities measured at fair value on a recurring basis. For the three months ended September 30, 2017, the contingent consideration obligation associated with the EV-035 series of molecules and the broad spectrum antiviral platform program increased by a nominal amount. For the three months ended September 30, 2016, the contingent consideration obligation associated with the EV-035 series of molecules and the broad spectrum antiviral platform program increased by $0.1 million. For the nine months ended September 30, 2017 and 2016, the contingent consideration obligation associated with the EV-035 series and platform program decreased by $0.1 million and $0.3 million, respectively. The changes are primarily due to the estimated timing and probability of success for certain development and regulatory milestones of the program, which are inputs that have no observable market (Level 3). These changes are classified in the Company's statement of operations as both selling, general and administrative expense and research and development expense. For the three and nine months ended September 30, 2017, the contingent purchase consideration obligations associated with RSDL increased by $0.9 million and $1.4 million, respectively. For the three and nine months ended September 30, 2016, the contingent purchase consideration obligations associated with RSDL decreased by $2.3 million and $1.0 million, respectively. The changes in the fair value of the RSDL contingent consideration obligations are primarily due to the expected amount and timing 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, consisting only of contingent consideration, measured at fair value, using significant unobservable inputs (Level 3) during the nine months ended September 30, 2017. (in thousands) Balance at December 31, 2016 $ 13,185 Expense included in earnings 1,350 Settlements (2,744 ) Balance at September 30, 2017 $ 11,791 Separate disclosure is required for assets and liabilities measured at fair value on a recurring basis from those measured at fair value on a non-recurring basis. As of September 30, 2017 and 2016, the Company had no significant assets or liabilities that were measured at fair value on a non-recurring basis. On January 29, 2014, the Company issued $250.0 million aggregate principal amount of 2.875% Convertible Senior Notes due 2021 (the "Notes"). The Notes mature on January 15, 2021, unless earlier purchased by the Company or converted. The Notes are subject to the fair value disclosure requirements. The estimated fair value of the Notes at September 30, 2017 was $359.5 million. The fair value of the Notes was determined via broker quote. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2017 | |
Inventories [Abstract] | |
Inventories | 4. Inventories Inventories consisted of the following: September 30, December 31, (in thousands) 2017 2016 Raw materials and supplies $ 34,075 $ 30,687 Work-in-process 14,776 19,821 Finished goods 20,038 23,494 Total inventories $ 68,889 $ 74,002 |
Property, plant and equipment
Property, plant and equipment | 9 Months Ended |
Sep. 30, 2017 | |
Property, plant and equipment [Abstract] | |
Property, plant and equipment | 5. Property, plant and equipment Property, plant and equipment consisted of the following: September 30, December 31, (in thousands) 2017 2016 Land and improvements $ 20,333 $ 20,340 Buildings, building improvements and leasehold improvements 152,064 147,130 Furniture and equipment 194,385 190,157 Software 52,613 52,564 Construction-in-progress 100,328 77,813 Property, plant and equipment, gross 519,723 488,004 Less: Accumulated depreciation and amortization (133,266 ) (111,556 ) Total property, plant and equipment, net $ 386,457 $ 376,448 As of September 30, 2017 and December 31, 2016, construction-in-progress primarily includes costs related to the build out of the Company's Center for Innovation in Advanced Development and Manufacturing ("CIADM") facility. |
Intangible assets
Intangible assets | 9 Months Ended |
Sep. 30, 2017 | |
Intangible assets and in-process research and development [Abstract] | |
Intangible assets, in-process research and development | 6. Intangible assets The Company recorded amortization expense as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2017 2016 2017 2016 Operating expenses: Cost of product sales and contract manufacturing $ 1,067 $ 1,163 $ 3,199 $ 3,873 Research and development 348 348 1,044 1,044 Selling, general and administrative 140 140 420 420 Total amortization expense $ 1,555 $ 1,651 $ 4,663 $ 5,337 As of September 30, 2017, the weighted average amortization period remaining for intangible assets was 68 months. |
Long-term debt
Long-term debt | 9 Months Ended |
Sep. 30, 2017 | |
Long-term debt [Abstract] | |
Long-term debt | 7. Long-term debt On September , 2017, the Company entered into a (the "2017 Credit Agreement") with four 2017 Credit Agreement The Company's payment obligations under the 2017 Credit Agreement are secured by a lien on substantially all of the Company's assets, including the stock of all of the Company's domestic subsidiaries, and the assets of the subsidiary guarantors. Borrowings under the 2017 Credit Agreement will bear interest at a rate per annum equal to (a) a eurocurrency rate plus a margin ranging from 1.50% to 2.50% per annum, depending on the Company's consolidated net leverage ratio or (b) a base rate (which is the highest of the prime rate, the federal funds rate plus 0.50% and a eurocurrency rate for an interest period of one month plus 1%) plus a margin ranging from 0.50% to 1.50%, depending on the Company's consolidated net leverage ratio. The Company is required to make quarterly payments under the 2017 Credit Agreement of accrued and unpaid interest on the outstanding principal balance, based on the above interest rates. In addition, the Company is required to pay commitment fees ranging from 0.25% to 0.40% per annum, depending on the Company's consolidated net leverage ratio, in respect of daily unused commitments under the 2017 Credit Agreement . The 2017 Credit Agreement contains affirmative and negative covenants customary for financings of this type. Negative covenants in the 2017 Credit Agreement, among other things, limit the Company's ability to incur indebtedness and liens; dispose of assets; make investments including loans, advances, guarantees, or acquisitions (subject to compliance with the financial covenants and certain other conditions); and enter into certain mergers or consolidation transactions. The 2017 Credit Agreement also contains financial covenants, tested quarterly and in connection with any triggering events under the 2017 Credit Agreement: (1) a minimum consolidated debt service coverage ratio of 2.50 to 1.00, and (2) a maximum consolidated net leverage ratio of 3.50 to 1.00, which may be adjusted to 4.00 to 1.00 for a four quarter period in connection with a permitted acquisition, subject to the terms and conditions of the 2017 Credit Agreement. Each of the ratios referred to in the foregoing clauses (1) and (2) is calculated on a consolidated basis for each consecutive four fiscal quarter periods. The Company recorded a loss on extinguishment of debt of $0.4 million for the three and nine months ended September 30, 2017 associated with termination of the 2013 Credit Agreement. Loss on extinguishment of debt consisted of expensing unamortized debt issuance costs. The Company entered into a standby letter of credit and guarantee arrangement with a bank in the amount of $1.0 million that is fully collateralized by cash, which is classified as restricted cash in the Company's consolidated balance sheet. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity awards [Abstract] | |
Equity awards | 8. Equity As of September 30, 2017, the Company had one equity award plan, the Fourth Amended and Restated Emergent BioSolutions Inc. 2006 Stock Incentive Plan (the "2006 Plan"), which includes both stock options and restricted stock units. The following is a summary of stock option award activity under the 2006 Plan: Number of Shares Weighted-Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2016 2,559,331 $ 22.94 $ 25,348,245 Granted 418,141 30.85 Exercised (512,542 ) 19.90 Forfeited (24,625 ) 27.81 Outstanding at September 30, 2017 2,440,305 $ 24.88 $ 37,991,459 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, 2016 875,584 $ 28.94 $ 28,754,179 Granted 454,513 30.86 Vested (413,752 ) 20.66 Forfeited (34,355 ) 28.87 Outstanding at September 30, 2017 881,990 $ 30.39 $ 35,676,496 |
Earnings per share
Earnings per share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings per share [Abstract] | |
Earnings per share | 9. Earnings per share The following table presents the calculation of basic and diluted net income per share: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except share and per share data) 2017 2016 2017 2016 Numerator: Net income from continuing operations $ 33,551 $ 20,388 $ 48,652 $ 30,238 Interest expense, net of tax 704 934 2,445 2,234 Amortization of debt issuance costs, net of tax 195 183 586 569 Net income, adjusted from continuing operations 34,450 21,505 51,683 33,041 Net income (loss) from discontinued operations - 952 - (15,854 ) Net income, adjusted $ 34,450 $ 22,457 $ 51,683 $ 17,187 Denominator: Weighted-average number of shares—basic 41,222,504 40,465,423 40,989,813 40,071,730 Dilutive securities—equity awards 1,148,857 878,390 1,003,794 658,367 Dilutive securities—convertible debt 8,096,468 8,096,500 8,096,481 8,096,500 Weighted-average number of shares—diluted 50,467,829 49,440,313 50,090,088 48,826,597 Net income per share from continuing operations - basic $ 0.81 $ 0.50 $ 1.19 $ 0.75 Net income (loss) per share from discontinued operations - basic - 0.02 - (0.40 ) Net income per share - basic $ 0.81 $ 0.52 $ 1.19 $ 0.35 Net income per share from continuing operations - diluted $ 0.68 $ 0.43 $ 1.03 $ 0.68 Net income (loss) per share from discontinued operations - diluted - 0.02 - (0.32 ) Net income per share - diluted $ 0.68 $ 0.45 $ 1.03 $ 0.36 For the three and nine months ended September 30, 2017 and 2016, basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. For the three and nine months ended September 30, 2017 and 2016, diluted earnings per share is computed using the "if-converted" method by dividing the net income adjusted for interest expense and amortization of debt issuance cost, both net of tax, associated with the Notes by the weighted average number of shares of common stock outstanding during the period. The weighted average number of shares is adjusted for the potential dilutive effect of the exercise of stock options and the vesting of restricted stock units along with the assumption of the conversion of the Notes, at the beginning of the period. For the three and nine months ended September 30, 2017, along with the nine months ended September 30, 2016, substantially all of the outstanding stock options to purchase shares of common stock were included in the calculation of diluted earnings per share. For the three months ended September 30, 2016, approximately 0.4 million stock options were excluded from the calculation of diluted earnings per share due to the fact that the exercise prices were in excess of the average per share closing price during the period. |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2017 | |
Abandonment of equipment | |
Restructuring | 10. Restructuring In August 2016, the Company adopted a plan to restructure and reprioritize the operations at the Emergent BioDefense Operations Lansing LLC ("EBOL") site. This plan was initiated as a result of the Company's large-scale manufacturing facility at the EBOL site commencing manufacturing operations. Severance and other related costs and asset-related charges are reflected within the Company's consolidated statement of operations as a component of selling, general and administrative expense. The Company has completed the EBOL restructuring. The costs of the restructuring as of September 30, 2017 are detailed below: Incurred in Inception (in thousands) 2017 to Date Termination benefits $ 40 $ 5,286 Abandonment of equipment - 3,749 Other costs - 691 Total $ 40 $ 9,726 During the year ended December 31, 2016, the Company abandoned certain equipment and associated assets The following is a summary of the activity for the liabilities related to the restructuring: Termination (in thousands) Benefits Balance at December 31, 2016 $ 4,357 Expenses incurred 40 Amount paid (4,298 ) Balance at September 30, 2017 $ 99 |
Litigation
Litigation | 9 Months Ended |
Sep. 30, 2017 | |
Litigation [Abstract] | |
Litigation | 11. 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 the U.S. Department of Health and Human Services 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 Plaintiffs filed an opposition brief on April 28, 2017. The Company's Motion to Dismiss was heard and denied on July 6, 2017. The Company filed its answer on July 28, 2017. The parties are currently in the process of exchanging discovery, and Plaintiffs' class certification motion is due by November 29, 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. |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent events [Abstract] | |
Subsequent events | 12. Subsequent events Acquisition of raxibacumab On October 2, 2017, the Company completed the acquisition of raxibacumab, a fully human monoclonal antibody product approved by the U.S. Food and Drug Administration ("FDA") for the treatment and prophylaxis of inhalational anthrax, from Human Genome Sciences, Inc. and GlaxoSmithKline LLC (collectively referred to as "GSK"). The all-cash transaction consists of a $76 million upfront payment and up to $20 million in product sale and manufacturing-related milestone payments. With the acquisition, the Company assumed responsibility for a multi-year contract with BARDA, with a remaining value of up to approximately $130 million, to supply the product to the SNS through November 2019. The Company has determined that substantially all of the value of raxibacumab is attributed to the raxibacumab asset and therefore the raxibacumab acquisition is considered an asset acquisition. Acquisition of ACAM2000 On October 6, 2017, the Company completed the acquisition of the ACAM2000® (Smallpox (Vaccinia) Vaccine, Live) business of Sanofi Pasteur Biologics, LLC ("Sanofi"). This acquisition includes ACAM2000, the only smallpox vaccine approved by the FDA, a current good manufacturing practices ("cGMP") live viral manufacturing facility and office and warehouse space, both in Canton, Massachusetts, and a cGMP viral fill/finish facility in Rockville, Maryland. With this acquisition, the Company also assumed responsibility for an existing 10-year contract with the Centers for Disease Control and Prevention ("CDC"), which will expire and be up for renewal or extension in March 2018. This contract was originally valued at up to $425 million, with a remaining value of up to approximately $160 million, for the delivery of ACAM2000 to the SNS and establishing U.S.-based manufacturing of ACAM2000. At the closing, the Company paid $97.5 million in an upfront payment and $20 million in milestone payments earned as of the closing date tied to the achievement of certain regulatory and manufacturing-related milestones, for a total payment in cash of $117.5 million. The agreement includes a potential additional milestone payment of up to $7.5 million. This transaction will be accounted for by the Company under the acquisition method of accounting, with the Company as the acquirer. Under the acquisition method of accounting, the assets and liabilities of the ACAM2000 business will be recorded as of October 6, 2017, the acquisition date, at their respective fair values, and combined with those of the Company. As of the date of this filing, the valuation of acquired intangible assets, inventory, deferred taxes, property plant and equipment, contingent purchase consideration and other fair value adjustments are not complete, and as such the purchase price allocation is subject to change. |
Summary of significant accoun19
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of significant accounting policies [Abstract] | |
Basis of presentation and consolidation | Basis of presentation and consolidation The accompanying unaudited consolidated financial statements include the accounts of Emergent BioSolutions Inc. ("Emergent" or the "Company") and its wholly owned and majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The unaudited consolidated financial statements included herein have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC. On August 1, 2016, the Company completed the spin-off of Aptevo Therapeutics Inc. ("Aptevo") and has classified the results of operations of Aptevo as discontinued operations for the three and nine months ended September 30, 2016. The historical financial statements and footnotes have been revised accordingly. See Note 2 "Discontinued operations" for further details regarding the spin-off. For financial reporting purposes, in the periods following the spin-off, the Company operates as one operating segment and therefore has a single reportable segment. In the opinion of the Company's management, any adjustments contained in the accompanying unaudited consolidated financial statements are of a normal recurring nature and are necessary to present fairly the financial position of the Company as of September 30, 2017. Interim results are not necessarily indicative of results that may be expected for any other interim period or for an entire year. Revenue recognition During the three and nine months ended September 30, 2017, there have been no significant changes to the Company's summary of significant accounting policies contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC, except for revenue recognition associated with the Biomedical Advanced Research and Development Authority ("BARDA") procurement contract for BioThrax (the "BARDA BioThrax Contract") and the modification of the BARDA development and procurement contract for the NuThrax product candidate (the "BARDA NuThrax Contract"). The BARDA NuThrax Contract was entered into on September 30, 2016. This contract is a service arrangement that includes multiple elements. The deliverables under the BARDA NuThrax Contract are the completion of development for NuThrax and the procurement of NuThrax for the Strategic National Stockpile ("SNS"). The Company has determined that the procurement of NuThrax under the BARDA NuThrax Contract is a contingent deliverable, as it is dependent upon successful completion of development; therefore the Company has excluded this from the allocation of the contract consideration. The Company allocated the value of the contract to the development for the NuThrax product candidate based on an approach using the best estimate of selling price ("BESP methodology"). The BESP methodology for the development deliverable takes into account a cost build-up for internal and external costs, plus a specified mark-up. The Company has allocated $147.5 million to the development services deliverable and will recognize revenue as the services are provided. On March 16, 2017, the Company entered into a contract with BARDA, valued at $100 million, for the delivery of BioThrax to the SNS over a two-year period of performance. In conjunction with the signing of this contract, the Company entered into a modification to its BARDA NuThrax Contract that increases the number of doses of NuThrax to be delivered under the base period from two million to three million doses with a commensurate reduction in dose price for the initial deliveries. The modification also provides for a discount on the sales price for doses to be procured during the option period up to $100 million. As a result of the modification of the BARDA NuThrax Contract in conjunction with execution of the BARDA BioThrax Contract, the Company has determined that the two agreements are linked under the revenue recognition requirements of the Financial Accounting Standards Board ("FASB") Topic 605, Revenue Recognition · development services for the NuThrax product candidate under the BARDA NuThrax Contract; and · procurement of BioThrax under the BARDA BioThrax Contract. The Company's allocation of contract consideration for the development services was updated based on the services provided prior to March 17, 2017. The allocation of contract consideration for the BioThrax doses to be sold under the BARDA BioThrax Contract was determined based on similar pricing provided to other customers. The Company's determination of the amount of contract consideration to be allocated to the discounts was based on an undiscounted probability adjusted model, which factored in the expected timing of regulatory approval for the NuThrax product candidate, expected levels of procurement of the NuThrax product candidate upon regulatory approval and the market conditions for these types of medical countermeasures. The Company allocated the contract consideration to the two units of accounting as follows: · $137.1 million was allocated to the development services for the NuThrax product candidate under the BARDA NuThrax Contract; and · $93.6 million was allocated to the procurement of BioThrax under the BARDA BioThrax Contract. The Company will defer a portion of the consideration received for doses delivered under the BARDA BioThrax Contract and the development services for the NuThrax product candidate. The Company will recognize the deferred revenue upon the delivery of NuThrax doses under the BARDA NuThrax Contract, or upon the future extinguishment of the Company's obligation to deliver NuThrax doses to which the discount applies. Recently issued accounting standards In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) " Topic 605, Revenue Recognition In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) " In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718) " In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 250): Simplifying the Test for Goodwill Impairment (" ASU No. 2017-04") . The standard eliminates the second step in the goodwill impairment test, which requires an entity to determine the implied fair value of the reporting unit's goodwill. Instead, an entity should recognize an impairment loss if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. The standard is effective for annual and interim goodwill impairment tests conducted in fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company does not believe that the new standard will have a material impact on its financial statements. There are no other recently issued accounting pronouncements that are expected to have a material impact on the Company's financial position, results of operations or cash flows. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations [Abstract] | |
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 for the three and nine months ended September 30, 2016: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2016 2016 Revenues: Product sales $ 3,019 $ 21,183 Collaborations 68 187 Total revenues 3,087 21,370 Operating expense: Cost of product sales 907 11,556 Research and development 2,509 18,024 Selling, general and administrative 7,499 23,792 Loss from operations (7,828 ) (32,002 ) Other expense, net: (116 ) (41 ) Loss from discontinued operations before benefit from income taxes (7,944 ) (32,043 ) Benefit from income taxes (8,896 ) (16,189 ) Net income (loss) from discontinued operations $ 952 $ (15,854 ) |
Summary of disposal groups including discontinued operations cash flows | The following table summarizes the cash flows of Aptevo included in the September 30, 2016 consolidated statements of cash flows: Nine Months Ended September 30, (in thousands) 2016 Net cash used in operating activities $ (10,299 ) Net cash used in investing activities (1,926 ) Net cash provided by financing activities 7,733 Net decrease in cash and cash equivalents $ (4,492 ) |
Fair value measurements (Tables
Fair value measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair value measurements [Abstract] | |
Reconciliation of Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) | The following table is a reconciliation of the beginning and ending balance of the liabilities, consisting only of contingent consideration, measured at fair value, using significant unobservable inputs (Level 3) during the nine months ended September 30, 2017. (in thousands) Balance at December 31, 2016 $ 13,185 Expense included in earnings 1,350 Settlements (2,744 ) Balance at September 30, 2017 $ 11,791 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventories [Abstract] | |
Inventories | Inventories consisted of the following: September 30, December 31, (in thousands) 2017 2016 Raw materials and supplies $ 34,075 $ 30,687 Work-in-process 14,776 19,821 Finished goods 20,038 23,494 Total inventories $ 68,889 $ 74,002 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, plant and equipment [Abstract] | |
Property, plant and equipment | Property, plant and equipment consisted of the following: September 30, December 31, (in thousands) 2017 2016 Land and improvements $ 20,333 $ 20,340 Buildings, building improvements and leasehold improvements 152,064 147,130 Furniture and equipment 194,385 190,157 Software 52,613 52,564 Construction-in-progress 100,328 77,813 Property, plant and equipment, gross 519,723 488,004 Less: Accumulated depreciation and amortization (133,266 ) (111,556 ) Total property, plant and equipment, net $ 386,457 $ 376,448 |
Intangible assets (Tables)
Intangible assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Intangible assets and in-process research and development [Abstract] | |
Intangible Assets | The Company recorded amortization expense as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2017 2016 2017 2016 Operating expenses: Cost of product sales and contract manufacturing $ 1,067 $ 1,163 $ 3,199 $ 3,873 Research and development 348 348 1,044 1,044 Selling, general and administrative 140 140 420 420 Total amortization expense $ 1,555 $ 1,651 $ 4,663 $ 5,337 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity awards [Abstract] | |
Option Award Activity | The following is a summary of stock option award activity under the 2006 Plan: Number of Shares Weighted-Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2016 2,559,331 $ 22.94 $ 25,348,245 Granted 418,141 30.85 Exercised (512,542 ) 19.90 Forfeited (24,625 ) 27.81 Outstanding at September 30, 2017 2,440,305 $ 24.88 $ 37,991,459 |
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, 2016 875,584 $ 28.94 $ 28,754,179 Granted 454,513 30.86 Vested (413,752 ) 20.66 Forfeited (34,355 ) 28.87 Outstanding at September 30, 2017 881,990 $ 30.39 $ 35,676,496 |
Earnings per share (Tables)
Earnings per share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings per share [Abstract] | |
Summary of Basic and Diluted Net Income (Loss) per Share | The following table presents the calculation of basic and diluted net income per share: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except share and per share data) 2017 2016 2017 2016 Numerator: Net income from continuing operations $ 33,551 $ 20,388 $ 48,652 $ 30,238 Interest expense, net of tax 704 934 2,445 2,234 Amortization of debt issuance costs, net of tax 195 183 586 569 Net income, adjusted from continuing operations 34,450 21,505 51,683 33,041 Net income (loss) from discontinued operations - 952 - (15,854 ) Net income, adjusted $ 34,450 $ 22,457 $ 51,683 $ 17,187 Denominator: Weighted-average number of shares—basic 41,222,504 40,465,423 40,989,813 40,071,730 Dilutive securities—equity awards 1,148,857 878,390 1,003,794 658,367 Dilutive securities—convertible debt 8,096,468 8,096,500 8,096,481 8,096,500 Weighted-average number of shares—diluted 50,467,829 49,440,313 50,090,088 48,826,597 Net income per share from continuing operations - basic $ 0.81 $ 0.50 $ 1.19 $ 0.75 Net income (loss) per share from discontinued operations - basic - 0.02 - (0.40 ) Net income per share - basic $ 0.81 $ 0.52 $ 1.19 $ 0.35 Net income per share from continuing operations - diluted $ 0.68 $ 0.43 $ 1.03 $ 0.68 Net income (loss) per share from discontinued operations - diluted - 0.02 - (0.32 ) Net income per share - diluted $ 0.68 $ 0.45 $ 1.03 $ 0.36 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Abandonment of equipment | |
Costs of the restructuring | The Company has completed the EBOL restructuring. The costs of the restructuring as of September 30, 2017 are detailed below: Incurred in Inception (in thousands) 2017 to Date Termination benefits $ 40 $ 5,286 Abandonment of equipment - 3,749 Other costs - 691 Total $ 40 $ 9,726 |
Summary of the activity for liabilities related to EBOL restructuring | The following is a summary of the activity for the liabilities related to the restructuring: Termination (in thousands) Benefits Balance at December 31, 2016 $ 4,357 Expenses incurred 40 Amount paid (4,298 ) Balance at September 30, 2017 $ 99 |
Summary of significant accoun28
Summary of significant accounting policies (Details) $ in Thousands, Dose in Millions | Mar. 16, 2017USD ($)Dose | Sep. 30, 2017USD ($)Segment | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) |
Summary of significant accounting policies [Abstract] | |||||
Number of business segments | Segment | 1 | ||||
Product Information [Line Items] | |||||
Billed revenue amount | $ 114,296 | $ 96,698 | $ 259,875 | $ 208,785 | |
BioThrax [Member] | BARDA [Member] | |||||
Product Information [Line Items] | |||||
Amount of contract | $ 100,000 | ||||
Period of performance | 2 years | ||||
Consideration allocated to procurement | $ 93,600 | ||||
NuThrax [Member] | BARDA [Member] | |||||
Product Information [Line Items] | |||||
Consideration allocated to development activities | $ 137,100 | $ 147,500 | 147,500 | ||
NuThrax [Member] | BARDA [Member] | Minimum [Member] | |||||
Product Information [Line Items] | |||||
Number of doses to be delivered | Dose | 2 | ||||
NuThrax [Member] | BARDA [Member] | Maximum [Member] | |||||
Product Information [Line Items] | |||||
Number of doses to be delivered | Dose | 3 | ||||
Discount on purchase price for doses to be procured | $ 100,000 | ||||
Accounting Standards Update 2016-09 [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Tax benefit associated with stock option activity | $ 3,500 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | Aug. 01, 2016 | Sep. 30, 2016 | Sep. 30, 2016 |
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 common stock distributed (in shares) | 20,230,000 | ||
Aptevo [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Unsecured debt | $ 20,000 | ||
Term of manufacturing services contract | 10 years | ||
Term of transition services agreement | 2 years | ||
Revenues [Abstract] | |||
Product sales | $ 3,019 | $ 21,183 | |
Contracts, grants and collaborations | 68 | 187 | |
Total revenues | 3,087 | 21,370 | |
Operating expense [Abstract] | |||
Cost of product sales | 907 | 11,556 | |
Research and development | 2,509 | 18,024 | |
Selling, general and administrative | 7,499 | 23,792 | |
Income (loss) from operations | (7,828) | (32,002) | |
Other income (expense), net [Abstract] | |||
Other income (expense), net | (116) | (41) | |
Income (loss) from discontinued operations before provision for (benefit from) income taxes | (7,944) | (32,043) | |
Provision for (benefit from) income taxes | (8,896) | (16,189) | |
Net Income (loss) from discontinued operations | $ 952 | (15,854) | |
Net Cash Provided by (Used in) Discontinued Operations [Abstract] | |||
Net cash used in operating activities | (10,299) | ||
Net cash used in investing activities | (1,926) | ||
Net cash provided by financing activities | 7,733 | ||
Net decrease in cash and cash equivalents | $ (4,492) |
Fair value measurements (Detail
Fair value measurements (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jan. 29, 2014 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Unobservable Input Reconciliation [Roll Forward] | |||||
Balance, beginning of period | $ 13,185 | ||||
Expense included in earnings | 1,350 | ||||
Settlements | (2,744) | ||||
Balance, end of period | $ 11,791 | 11,791 | |||
Convertible Senior Notes Due 2021 [Member] | |||||
Unobservable Input Reconciliation [Roll Forward] | |||||
Face amount of debt instrument | $ 250,000 | ||||
Interest rate, stated percentage | 2.875% | ||||
Maturity date | Jan. 15, 2021 | ||||
Fair value of the notes | 359,500 | 359,500 | |||
Evolva Holding SA 035 & Broad Spectrum Antiviral Platform [Member] | |||||
Unobservable Input Reconciliation [Roll Forward] | |||||
Change in fair value of contingent obligations | $ 100 | (100) | $ (300) | ||
RSDL [Member] | |||||
Unobservable Input Reconciliation [Roll Forward] | |||||
Change in fair value of contingent obligations | $ 900 | $ (2,300) | $ 1,400 | $ (1,000) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventories [Abstract] | ||
Raw materials and supplies | $ 34,075 | $ 30,687 |
Work-in-process | 14,776 | 19,821 |
Finished goods | 20,038 | 23,494 |
Total inventories | $ 68,889 | $ 74,002 |
Property, plant and equipment32
Property, plant and equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 519,723 | $ 488,004 | |
Less: Accumulated depreciation and amortization | (133,266) | (111,556) | |
Total Property, plant and equipment, net | 386,457 | 376,448 | |
Depreciation and amortization | 29,899 | $ 28,155 | |
Land and Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 20,333 | 20,340 | |
Buildings, Building Improvements and Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 152,064 | 147,130 | |
Furniture and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 194,385 | 190,157 | |
Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 52,613 | 52,564 | |
Construction-in-progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 100,328 | $ 77,813 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Accumulated Amortization [Abstract] | ||||
Amortization | $ 1,555 | $ 1,651 | $ 4,663 | $ 5,337 |
Intangible assets, weighted average useful life | 68 months | |||
Cost of product sales and contract manufacturing [Member] | ||||
Accumulated Amortization [Abstract] | ||||
Amortization | 1,067 | 1,163 | $ 3,199 | 3,873 |
Research and development [Member] | ||||
Accumulated Amortization [Abstract] | ||||
Amortization | 348 | 348 | 1,044 | 1,044 |
Selling, general and administrative [Member] | ||||
Accumulated Amortization [Abstract] | ||||
Amortization | $ 140 | $ 140 | $ 420 | $ 420 |
Long-term debt (Details)
Long-term debt (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($)Institution | |
Line of Credit Facility [Line Items] | ||
Current borrowing capacity | $ 200 | $ 200 |
Loss on extinguishment of debt | 0.4 | 0.4 |
Letter of credit, outstanding amount | 1 | $ 1 |
Eurocurrency [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.00% | |
Eurocurrency [Member] | Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.50% | |
Eurocurrency [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, basis spread on variable rate | 2.50% | |
Base Rate [Member] | Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, basis spread on variable rate | 0.50% | |
Base Rate [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.50% | |
Federal Funds Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, basis spread on variable rate | 0.50% | |
Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Number of lending institutions | Institution | 4 | |
Maturity date | Sep. 29, 2022 | |
Borrowing capacity with accordion feature | 100 | $ 100 |
Maximum borrowing capacity | 300 | $ 300 |
Debt covenant, consolidated debt service coverage ratio, minimum | 2.50 | |
Debt covenant, leverage ratio, maximum | 3.50 | |
Credit Agreement [Member] | Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Commitment fee percentage | 0.25% | |
Credit Agreement [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Commitment fee percentage | 0.40% | |
Debt covenant, leverage ratio, maximum | 4 | |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Outstanding credit facility | $ 0 | $ 0 |
Equity (Details)
Equity (Details) | 9 Months Ended |
Sep. 30, 2017USD ($)Plan$ / sharesshares | |
Equity awards [Abstract] | |
Number of stock-based employee compensation plans | Plan | 1 |
2006 Plan [Member] | Restricted Stock Units (RSUs) [Member] | |
Restricted stock unit award activity [Roll Forward] | |
Outstanding, beginning of period (in shares) | shares | 875,584 |
Granted (in shares) | shares | 454,513 |
Vested (in shares) | shares | (413,752) |
Forfeited (in shares) | shares | (34,355) |
Outstanding, end of period (in shares) | shares | 881,990 |
Weighted-Average Grant Price [Roll Forward] | |
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 28.94 |
Granted (in dollars per share) | $ / shares | 30.86 |
Vested (in dollars per share) | $ / shares | 20.66 |
Forfeited (in dollars per share) | $ / shares | 28.87 |
Outstanding, end of period (in dollars per share) | $ / shares | $ 30.39 |
Aggregate intrinsic value [Abstract] | |
Outstanding, beginning of period | $ | $ 28,754,179 |
Outstanding, end of period | $ | $ 35,676,496 |
2006 Plan [Member] | Stock Options Member [Member] | |
Options outstanding [Roll Forward] | |
Outstanding, beginning of period (in shares) | shares | 2,559,331 |
Granted (in shares) | shares | 418,141 |
Exercised (in shares) | shares | (512,542) |
Forfeited (in shares) | shares | (24,625) |
Outstanding, end of period (in shares) | shares | 2,440,305 |
Weighted-Average Exercise Price [Roll Forward] | |
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 22.94 |
Granted (in dollars per share) | $ / shares | 30.85 |
Exercised (in dollars per share) | $ / shares | 19.90 |
Forfeited (in dollars per share) | $ / shares | 27.81 |
Outstanding, end of period (in dollars per share) | $ / shares | $ 24.88 |
Aggregate Intrinsic Value [Abstract] | |
Outstanding, beginning of period | $ | $ 25,348,245 |
Outstanding, end of period | $ | $ 37,991,459 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |||
Numerator [Abstract] | ||||||
Net Income from continuing operations | $ 33,551 | $ 20,388 | $ 48,652 | $ 30,238 | ||
Interest expense, net of tax | 704 | 934 | 2,445 | 2,234 | ||
Amortization of debt issuance costs, net of tax | 195 | 183 | 586 | 569 | ||
Net income (loss), adjusted from continuing operations | 34,450 | 21,505 | 51,683 | 33,041 | ||
Net Loss from discontinued operations | 0 | 952 | 0 | (15,854) | ||
Net income (loss), adjusted | $ 34,450 | $ 22,457 | $ 51,683 | $ 17,187 | ||
Denominator [Abstract] | ||||||
Weighted-average number of shares-basic (in shares) | 41,222,504 | 40,465,423 | 40,989,813 | 40,071,730 | ||
Dilutive securities-equity awards (in shares) | 1,148,857 | 878,390 | 1,003,794 | 658,367 | ||
Dilutive securities-convertible debt | 8,096,468 | 8,096,500 | 8,096,481 | 8,096,500 | ||
Weighted-average number of shares-diluted (in shares) | 50,467,829 | 49,440,313 | 50,090,088 | 48,826,597 | ||
Net income (loss) per share from continuing operations-basic (in dollars per share) | $ 0.81 | $ 0.50 | $ 1.19 | $ 0.75 | ||
Net loss per share from discontinued operations-basic (in dollars per share) | 0 | 0.02 | 0 | (0.40) | ||
Net income (loss) per share - basic (in dollars per share) | 0.81 | 0.52 | 1.19 | 0.35 | ||
Net income (loss) from continuing operations - diluted (in dollars per share) | 0.68 | [1] | 0.43 | [1] | 1.03 | 0.68 |
Net loss per share from discontinued operations-diluted (in dollars per share) | 0 | 0.02 | 0 | (0.32) | ||
Net income (loss) per share - diluted (in dollars per share) | $ 0.68 | [1] | $ 0.45 | [1] | $ 1.03 | $ 0.36 |
Stock Options [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive shares excluded from calculation (in shares) | 400,000 | |||||
[1] | See "Earnings per share" for details on calculation. |
Restructuring (Details)
Restructuring (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Selling, General and Administrative Expenses [Member] | |
Summary of activity for liabilities [Roll Forward] | |
Abandonment of equipment charge | $ 3,700 |
EBOL Restructuring Plan [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Incurred in 2017 | 40 |
Inception to Date Costs Incurred | 9,726 |
Termination Benefits [Member] | EBOL Restructuring Plan [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Incurred in 2017 | 40 |
Inception to Date Costs Incurred | 5,286 |
Summary of activity for liabilities [Roll Forward] | |
Balance, beginning of period | 4,357 |
Expenses incurred | 40 |
Amount paid | (4,298) |
Balance, end of period | 99 |
Other Costs [Member] | EBOL Restructuring Plan [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Incurred in 2017 | 0 |
Inception to Date Costs Incurred | 691 |
Abandonment of Equipment [Member] | EBOL Restructuring Plan [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Incurred in 2017 | 0 |
Inception to Date Costs Incurred | $ 3,749 |
Subsequent events (Details)
Subsequent events (Details) - Subsequent Event [Member] - USD ($) $ in Millions | Oct. 06, 2017 | Oct. 02, 2017 |
Sanofi [Member] | ||
Business Acquisition [Line Items] | ||
Total value of transaction | $ 117.5 | |
Upfront cash payment | 97.5 | |
Amount of payment for manufacturing related milestones | $ 20 | |
Term of contract under acquisition | 10 years | |
Value of contract | $ 425 | |
Amount for deliveries of product to the SNS | 160 | |
Amount of payment for regulatory related milestones | $ 7.5 | |
GSK [Member] | ||
Business Acquisition [Line Items] | ||
Upfront cash payment | $ 76 | |
Amount of payment for manufacturing related milestones | 20 | |
Amount for deliveries of product to the SNS | $ 130 |