Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 18, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-33137 | ||
Entity Registrant Name | EMERGENT BIOSOLUTIONS INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 14-1902018 | ||
Entity Address, Address Line One | 400 Professional Drive, Suite 400 | ||
Entity Address, City or Town | Gaithersburg | ||
Entity Address, State or Province | MD | ||
Entity Address, Postal Zip Code | 20879 | ||
City Area Code | 240 | ||
Local Phone Number | 631-3200 | ||
Title of 12(b) Security | Common stock, $0.001 par value per share | ||
Trading Symbol | EBS | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3.4 | ||
Entity Common Stock, Shares Outstanding (in shares) | 50,501,421 | ||
Documents Incorporated by Reference | Portions of the registrant's definitive proxy statement for its 2022 annual meeting of stockholders scheduled to be held in May 2022, which is expected to be filed with the Securities and Exchange Commission not later than 120 days after the end of the registrant's fiscal year ended December 31, 2021, are incorporated by reference into Part II, Item 5. and Part III of this annual report on Form 10-K. With the exception of the portions of the registrant's definitive proxy statement for its 2022 annual meeting of stockholders that are expressly incorporated by reference into this annual report on Form 10-K, such proxy statement shall not be deemed filed as part of this annual report on Form 10-K. | ||
Entity Central Index Key | 0001367644 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Baltimore, Maryland |
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 576.1 | $ 621.3 |
Restricted cash | 0.2 | 0.2 |
Accounts receivable, net | 274.7 | 230.9 |
Inventories, net | 350.8 | 307 |
Prepaid expenses and other current assets | 70.3 | 36.5 |
Total current assets | 1,272.1 | 1,195.9 |
Property, plant and equipment, net | 800.1 | 644.1 |
Intangible assets, net | 604.6 | 663.1 |
Goodwill | 224.9 | 266.7 |
Other assets | 57.3 | 113.4 |
Total assets | 2,959 | 2,883.2 |
Current liabilities: | ||
Accounts payable | 128.9 | 136.1 |
Accrued expenses | 51.7 | 46.9 |
Accrued compensation | 88.7 | 84.6 |
Debt, current portion | 31.6 | 33.8 |
Other current liabilities | 72.9 | 83.1 |
Total current liabilities | 373.8 | 384.5 |
Contingent consideration, net of current portion | 4.5 | 34.2 |
Debt, net of current portion | 809.4 | 841 |
Deferred tax liability | 94.9 | 53.2 |
Contract liabilities, net of current portion | 4.7 | 55.5 |
Other liabilities | 52.7 | 67.8 |
Total liabilities | 1,340 | 1,436.2 |
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 15.0 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value; 200.0 shares authorized, 55.1 and 54.3 shares issued; 51.3 and 53.1 shares outstanding, respectively. | 0.1 | 0.1 |
Treasury stock, at cost, 3.8 and 1.2 common shares, respectively | (152.2) | (39.6) |
Additional paid-in capital | 829.4 | 784.9 |
Accumulated other comprehensive loss, net | (16.1) | (25.3) |
Retained earnings | 957.8 | 726.9 |
Total stockholders’ equity | 1,619 | 1,447 |
Total liabilities and stockholders’ equity | $ 2,959 | $ 2,883.2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
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) | 55,100,000 | 54,300,000 |
Common stock, shares outstanding (in shares) | 51,300,000 | 53,100,000 |
Treasury stock (in shares) | 3,800,000 | 1,200,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | |||
Total revenues | $ 1,792,700,000 | $ 1,555,400,000 | $ 1,106,000,000 |
Operating expenses: | |||
Research and development | 234,000,000 | 234,500,000 | 226,200,000 |
Selling, general and administrative | 348,400,000 | 303,300,000 | 273,500,000 |
Goodwill impairment | 41,700,000 | 0 | 0 |
Amortization of intangible assets | 58,500,000 | 59,800,000 | 58,700,000 |
Total operating expenses | 1,440,100,000 | 1,121,600,000 | 991,900,000 |
Income from operations | 352,600,000 | 433,800,000 | 114,100,000 |
Other income (expense): | |||
Interest expense | (34,500,000) | (31,300,000) | (38,400,000) |
Other, net | (3,700,000) | 4,700,000 | 1,700,000 |
Total other income (expense), net | (38,200,000) | (26,600,000) | (36,700,000) |
Income before income taxes | 314,400,000 | 407,200,000 | 77,400,000 |
Income taxes | 83,500,000 | 102,100,000 | 22,900,000 |
Net income | $ 230,900,000 | $ 305,100,000 | $ 54,500,000 |
Net income per common share | |||
Basic (in dollars per share) | $ 4.32 | $ 5.79 | $ 1.06 |
Diluted (in dollars per share) | $ 4.27 | $ 5.67 | $ 1.04 |
Shares used in computing net income per share | |||
Basic (in shares) | 53.5 | 52.7 | 51.5 |
Diluted (in shares) | 54.1 | 53.8 | 52.4 |
Product sales, net | |||
Revenues: | |||
Services | $ 1,023,900,000 | $ 989,800,000 | $ 903,500,000 |
Operating expenses: | |||
Cost of CDMO | 382,000,000 | 392,000,000 | 372,300,000 |
Total CDMO | |||
Revenues: | |||
Total CDMO | 634,600,000 | 450,500,000 | 80,000,000 |
Operating expenses: | |||
Cost of CDMO | 375,500,000 | 132,000,000 | 61,200,000 |
Services | |||
Revenues: | |||
Services | 334,900,000 | 166,700,000 | 80,000,000 |
Leases | |||
Revenues: | |||
Leases | 299,700,000 | 283,800,000 | 0 |
Contracts and grants | |||
Revenues: | |||
Services | $ 134,200,000 | $ 115,100,000 | $ 122,500,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 230.9 | $ 305.1 | $ 54.5 |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation | (1) | (1.7) | 0.4 |
Unrealized gains (losses) on hedging activities | 6.5 | (9.4) | (1.6) |
Unrealized gain (losses) on pension benefit obligation | 3.7 | (4.3) | (3.2) |
Total other comprehensive income (loss), net of tax | 9.2 | (15.4) | (4.4) |
Comprehensive income (loss), net of tax | $ 240.1 | $ 289.7 | $ 50.1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income | $ 230.9 | $ 305.1 | $ 54.5 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Stock-based compensation expense | 42.4 | 51 | 26.7 |
Depreciation and amortization | 123.8 | 114.5 | 110.7 |
Change in fair value of contingent obligations, net | 2.9 | 31.7 | 24.8 |
Amortization of deferred financing costs | 4.1 | 3.5 | 3 |
Impairments | 41.7 | 29 | 12 |
Deferred income taxes | 46.9 | (2.4) | (1.1) |
Write off of contract asset and liability | (17.2) | 0 | 0 |
Other | 2 | (5.2) | (0.2) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (48.2) | 49 | (8.2) |
Inventories | (44) | (83.2) | (16.7) |
Prepaid expenses and other assets | (24.7) | (29.2) | (39.1) |
Accounts payable | (2.5) | 19.8 | 16.5 |
Accrued expenses and other liabilities | (9.2) | 19.4 | (15.1) |
Accrued compensation | 4 | 21.8 | 4.2 |
Contract liabilities | (31.8) | 11.2 | 16 |
Net cash provided by operating activities | 321.1 | 536 | 188 |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (225) | (141) | (86.9) |
Milestone payment from prior asset acquisition | 0 | (10) | (10) |
Net cash used in investing activities | (225) | (151) | (96.9) |
Cash flows (used in) provided by financing activities: | |||
Purchases of treasury stock | (106) | 0 | 0 |
Proceeds from revolving credit facility | 0 | 0 | 130 |
Proceeds from senior unsecured notes | 0 | 450 | 0 |
Principal payments on convertible senior notes | (10.6) | 0 | 0 |
Principal payments on revolving credit facility | 0 | (373) | (105) |
Principal payments on term loan facility | (25.3) | (14.1) | (11.3) |
Proceeds from stock-based compensation activity | 15.9 | 31.6 | 8.2 |
Taxes paid for stock-based compensation activity | (13.8) | (13.8) | (7.4) |
Debt issuance costs | 0 | (8.4) | 0 |
Contingent consideration payments | (1.2) | (2.8) | (50.4) |
Net cash (used in) provided by financing activities: | (141) | 69.5 | (35.9) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (0.3) | (1) | 0.4 |
Net change in cash, cash equivalents and restricted cash | (45.2) | 453.5 | 55.6 |
Cash, cash equivalents and restricted cash at beginning of period | 621.5 | 168 | 112.4 |
Cash, cash equivalents and restricted cash at end of period | 576.3 | 621.5 | 168 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the year for interest | 30.4 | 21 | 34.5 |
Cash paid during the year for income taxes | 71.6 | 109.3 | 30.8 |
Supplemental information on non-cash investing and financing activities: | |||
Purchases of property, plant and equipment unpaid at period end | 20 | 22 | 12.3 |
Purchases of treasury stock | 6.6 | 0 | 0 |
Reconciliation of cash and cash equivalents and restricted cash: | |||
Cash and cash equivalents | 576.1 | 621.3 | 167.8 |
Restricted cash | 0.2 | 0.2 | 0.2 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Total | $ 576.3 | $ 621.5 | $ 168 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - USD ($) shares in Millions, $ in Millions | Total | $0.001 Par Value Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Retained Earnings |
Beginning balance (in shares) at Dec. 31, 2018 | 52.4 | 1.2 | ||||
Beginning balance at Dec. 31, 2018 | $ 1,010.9 | $ 0.1 | $ 688.6 | $ (39.6) | $ (5.5) | $ 367.3 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation activity (in shares) | 0.6 | |||||
Share-based compensation activity | 27.5 | 27.5 | ||||
Net income | 54.5 | 54.5 | ||||
Other comprehensive income (loss), net of tax | (4.4) | (4.4) | ||||
Ending balance (in shares) at Dec. 31, 2019 | 53 | 1.2 | ||||
Ending balance at Dec. 31, 2019 | 1,088.5 | $ 0.1 | 716.1 | $ (39.6) | (9.9) | 421.8 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation activity (in shares) | 1.3 | |||||
Share-based compensation activity | 68.8 | 68.8 | ||||
Net income | 305.1 | 305.1 | ||||
Other comprehensive income (loss), net of tax | $ (15.4) | (15.4) | ||||
Ending balance (in shares) at Dec. 31, 2020 | 54.3 | 54.3 | 1.2 | |||
Ending balance at Dec. 31, 2020 | $ 1,447 | $ 0.1 | 784.9 | $ (39.6) | (25.3) | 726.9 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation activity (in shares) | 0.8 | |||||
Share-based compensation activity | 44.5 | 44.5 | ||||
Net income | 230.9 | 230.9 | ||||
Repurchases of stock (in shares) | (2.6) | |||||
Repurchases of stock | (112.6) | $ (112.6) | ||||
Other comprehensive income (loss), net of tax | $ 9.2 | 9.2 | ||||
Ending balance (in shares) at Dec. 31, 2021 | 55.1 | 55.1 | 3.8 | |||
Ending balance at Dec. 31, 2021 | $ 1,619 | $ 0.1 | $ 829.4 | $ (152.2) | $ (16.1) | $ 957.8 |
Consolidated Statement of Cha_2
Consolidated Statement of Changes in Stockholders' Equity (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Stockholders' Equity [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Nature of the business and orga
Nature of the business and organization | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the business and organization | Nature of the business and organization Organization and business Emergent BioSolutions Inc. (the "Company" or "Emergent") is a global life sciences company focused on providing innovative preparedness and response solutions addressing accidental, deliberate, and naturally occurring Public Health Threats (PHTs). The Company's solutions include a product portfolio, a product development portfolio, and a contract development and manufacturing (CDMO) services portfolio. The Company is focused on the following five PHT categories: chemical, biological, radiological, nuclear and explosives (CBRNE); emerging infectious diseases (EID); travel health; emerging health crises; and acute/emergency care. The Company has a product portfolio of eleven products (vaccines, therapeutics, and drug-device combination products) that contribute a substantial portion of its revenue. The Company has one product candidate that is procured under special circumstances by the U.S. government (USG), although it is not approved by the U.S. Food and Drug Administration (FDA). The Company recently reorganized the structure of its business with a focus on markets and customers. As such, the key components of the business structure include a Government - Medical Countermeasures (MCM) business line, a Commercial business line and a Services line focused on CDMO. The Company's products and services include: Government - MCM Products ▪ AV7909 ® , is a procured product candidate being developed as a next generation anthrax vaccine for post-exposure prophylaxis of disease resulting from suspected or confirmed Bacillus anthracis exposure. The USG has largely switched from procuring BioThrax to AV7909 for the Strategic National Stockpile (SNS) prior to its approval by the FDA; and ▪ BioThrax ® , the only vaccine licensed by the FDA, for the general use prophylaxis and post-exposure prophylaxis of anthrax disease; ▪ ACAM2000 ® , the only single-dose smallpox vaccine licensed by the FDA for active immunization against smallpox disease for persons determined to be at high risk for smallpox infection; ▪ BAT ® , the only heptavalent antitoxin licensed by the FDA and Health Canada for the treatment of botulism; and; ▪ CNJ-016 ® , the only polyclonal antibody therapeutic licensed by the FDA and Health Canada to address certain complications from smallpox vaccination. ▪ Raxibacumab injection, a fully human monoclonal antibody therapeutic licensed by the FDA for the treatment and prophylaxis of inhalational anthrax; ▪ Anthrasil ® , the only polyclonal antibody therapeutic licensed by the FDA and Health Canada for the treatment of inhalational anthrax; ▪ RSDL ® , the only medical device cleared by the FDA to remove or neutralize the following chemical warfare agents from the skin: tabun, sarin, soman, cyclohexyl sarin, VR, VX, mustard gas, and T-2 toxin. ▪ Trobigard ® atropine sulfate, obidoxime chloride AUTO-INJECTOR, is a combination drug-device auto-injector procured product candidate that contains atropine sulfate and obidoxime chloride. It has not been approved by the FDA, but it is procured by certain authorized government buyers under special circumstances for potential use as a nerve agent countermeasure. Commercial Products ▪ NARCAN® (naloxone HCl) Nasal Spray, the first needle-free formulation of naloxone approved by the FDA and Health Canada, for the emergency treatment of known or suspected opioid overdose as manifested by respiratory and/or central nervous system depression; Recently, the Company licensed an authorized generic of naloxone nasal spray to Sandoz; and ▪ Vaxchora ® (Cholera Vaccine, Live, Oral), the only single-dose oral vaccine licensed by the FDA and the European Medicines Agency (EMA) for the prevention of cholera; and ▪ Vivotif ® (Typhoid Vaccine Live Oral Ty21a), the only oral vaccine licensed by the FDA for the prevention of typhoid fever. Services - Contract Development and Manufacturing The Company's services line focused on CDMO offerings cover development services, drug substance manufacturing, drug product manufacturing, and when necessary, suite reservations, which depending on facts and circumstances could be considered a lease. These services are provided across the pharmaceutical and biotechnology industries as well as the USG and non-governmental organizations. The Company's technology platforms include mammalian, microbial, viral, plasma and advanced therapies utilizing the Company's core capabilities for manufacturing to third parties on a clinical and commercial (small and large) scale. Additional services include fill/finish formulation and analytical development services for injectable and other sterile products, inclusive of process design, technical transfer, manufacturing validations, aseptic filling, lyophilization, final packaging and stability studies, as well as manufacturing of vial and pre-filled syringe formats on multiple platforms. The Company operates as one operating segment. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Basis of presentation and consolidation The accompanying consolidated financial statements include the accounts of Emergent and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. Use of estimates The preparation of financial statements requires management to make estimates, judgments and assumptions that affect reported amounts and disclosures for asset impairments, revenue recognition, allowances for doubtful accounts, inventory, depreciation and amortization, business combinations, contingent consideration, stock-based compensation, income taxes, and other contingencies. Management continually re-evaluates its estimates, judgments and assumptions. These estimates are sometimes complex, sensitive to changes in assumptions and require fair value determinations using Level 3 fair value measurements. Actual results may differ materially from those estimates. Cash, cash equivalents and restricted cash 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. Restricted cash includes cash that is not readily available for use in the Company's operating activities. Restricted cash is primarily comprised of cash pledged under letters of credit. Fair value measurements 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. On a recurring basis, the Company measures and records money market funds (level 1), contingent purchase consideration (level 3) and interest-rate swap arrangements (level 2) using fair value measurements in the accompanying financial statements. The carrying amounts of the Company's short-term financial instruments, which include cash and cash equivalents, accounts receivable and accounts payable and convertible senior notes approximate their fair values due to their short maturities. The carrying amounts of the Company’s long-term variable interest rate debt arrangements (level 2) approximate their fair values. Significant customers and accounts receivable Billed accounts receivable are stated at invoice amounts and consist of amounts due from the USG, commercial CDMO customers, as well as amounts due under reimbursement contracts with other government entities and non-government organizations. The Company's branded and generic opioid overdose reversal product is sold commercially through physician-directed or standing order prescriptions at retail pharmacies, as well as state health departments, law enforcement agencies, state and local community based organizations, substance abuse centers and federal agencies. If necessary, the Company records a reserve for doubtful receivables to allow for 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. Amounts determined to be uncollectible are charged or written-off against the reserve. Unbilled accounts receivable relates to various service contracts for which work has been performed and the Company has a right to bill but invoicing has not yet occurred. Contract assets include revenues recognized in advance of billings and the Company does not have a right to invoice the customer under the terms of the contract. The Company has receivables from contracts containing lease components. At each reporting period, the Company assesses whether it is probable that the Company will collect all future lease payments. The Company considers payment history and current credit status when assessing collectability. The Company does not adjust our receivables for the effects of a significant financing component at contract inception if we expect to collect the receivables in one year or less from the time of sale. Concentration Risk Customers The Company has long-term contracts with the USG that expire at various times from 2022 through 2029. The Company has derived a significant portion of its revenue from sales of ACAM2000 and Anthrax Vaccines under contracts with the USG. The Company's current USG contracts do not necessarily increase the likelihood that it will secure future comparable contracts with the USG. The Company expects that a significant portion of the business will continue to be under government contracts that present a number of risks that are not typically present in the commercial contracting process. USG contracts for ACAM2000 and Anthrax Vaccines are subject to unilateral termination or modification by the government. The Company may fail to achieve significant sales of ACAM2000 and Anthrax Vaccines to customers in addition to the USG, which would harm their growth opportunities. The Company's other product sales, largely Nasal Naloxone Products, are largely sold commercially through physician-directed or standing order prescriptions at retail pharmacies, as well as to state health departments, local law enforcement agencies, community-based organizations, substance abuse centers and other federal agencies. Our CDMO customers are generally third-party pharmaceutical companies. Although the Company seeks to expand its customer base and to renew its agreements with its customers prior to expiration of a contract, a delay in securing a renewal or a failure to secure a renewal or securing a renewal on less favorable terms may have a material adverse effect on the Company’s financial condition and results of operations. The Company’s accounts receivable do not represent a significant concentration of credit risk. The USG accounted for approximately 50%, 64% and 61% of total revenues for 2021, 2020 and 2019, respectively. The Company’s accounts receivable as of December 31, 2021 and 2020, consist primarily of amounts due from the USG or other large multi-national highly reputable customers for product sales, CDMO services or from government agencies under government grants. Management does not deem credit risk to be significant. Financial Institutions Cash and cash equivalents are maintained with several financial institutions. The Company has deposits held with banks that exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions of reputable credit and, therefore, bear minimal credit risk. Lender Counterparties There is lender counterparty risk associated with the Company's revolving credit facility and derivatives instruments. There is risk that the Company’s revolving credit facility investors and derivative counterparties will not be available to fund as obligated. If funding under the revolving credit facility is unavailable, the Company may have to acquire a replacement credit facility from different counterparties at a higher cost or may be unable to find a suitable replacement. The Company seeks to manage risks from its revolving credit facility and derivative instruments by contracting with experienced large financial institutions and monitoring the credit quality of its lenders. As of December 31, 2021, the Company does not anticipate nonperformance by any of its counterparties. 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. The Company records inventory acquired in business acquisitions utilizing the comparative sales method, which estimates the expected sales price reduced for all costs expected to be incurred to complete/dispose of the inventory with a profit on those costs. Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and impairments. subject to reviews for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The cost of normal, recurring or periodic repairs and maintenance activities related to property, plant and equipment are expensed as incurred. The cost for planned major maintenance activities, including the related acquisition or construction of assets, is capitalized if the repair will result in future economic benefits. Interest costs incurred during the construction of major capital projects are capitalized until the underlying asset is ready for its intended use, at which point the interest costs are amortized as depreciation expense over the life of the underlying asset. 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. The Company generally depreciates or amortizes the cost of its property, plant and equipment using the straight-line method over the estimated useful lives of the respective assets, which are summarized as follows: Land Not depreciated Buildings 31-39 years Building improvements 10-39 years Furniture and equipment 3-15 years Software 3-7 years 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 determines the fair value of the property, plant and equipment acquired in a business combination utilizing either the cost approach or the sales comparison approach. The cost approach is determined by establishing replacement cost of the asset and then subtracting any value that has been lost due to economic obsolescence, functional obsolescence, or physical deterioration. The sales comparison approach determines an asset is equal to the market price of an asset of comparable features such as design, location, size, construction, materials, use, capacity, specification, operational characteristics and other features or descriptions. Income taxes Income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for using the asset and 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 basis and net operating loss and R&D 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. Valuation allowances are recorded as appropriate to reduce deferred tax assets to the amount considered likely to be realized. Deferred income tax effects of transactions reported in different periods for financial reporting and income tax return purposes are recognized under the asset and liability method of accounting for income taxes. This method gives consideration to the future tax consequences of the deferred income tax items and immediately recognizes changes in income tax laws in the year of enactment. 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 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 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 therein, there are annual limitations on the amount of net operating losses and deductions that are available. The Company has recognized the portion of net operating losses and R&D tax credits acquired that will not be limited and are more likely than not to be realized. 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 from tax benefits ultimately realized. Asset Impairment Analysis Goodwill and Indefinite-lived Intangible Assets Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets when accounted for using the purchase method of accounting. Goodwill is not amortized, but is reviewed for impairment. Goodwill is allocated to the Company's reporting units, which are components of our business for which discrete cash flow information is available one level below its operating segment. The Company evaluates goodwill and other indefinite-lived intangible assets for impairment annually as of October 1 and earlier if an event or other circumstance indicates that we may not recover the carrying value of the asset. If the Company believes that as a result of its qualitative assessment it is more likely than not that the fair value of a reporting unit or other indefinite-lived intangible asset is greater than its carrying amount, the quantitative impairment test is not required. If however it is determined that it is not more likely than not that the fair value of a reporting unit or other indefinite-lived intangible asset is greater than its carrying amount, a quantitative test is required. The quantitative goodwill impairment test is performed using a one-step process. The process is to compare the fair value of a reporting unit with its carrying amount. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. If the carrying amount of a reporting unit exceeds its fair value, goodwill of the reporting unit is impaired and an impairment loss is recognized in an amount equal to that excess up to the total amount of goodwill included in the reporting unit. When the Company has material indefinite lived intangible assets associated with in-process research and development (IPR&D) a qualitative assessment is performed. If the qualitative assessment indicates that it is not more likely than not that the fair value of the indefinite lived intangible asset exceeds its carrying amount, the Company compares the estimated fair value of the intangible with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Determining fair value requires the exercise of judgment about appropriate discount rates, perpetual growth rates and the amount and timing of expected future cash flows (see Note 7). Long-lived Assets Long-lived assets such as intangible assets and property, plant and equipment are not required to be tested for impairment annually. Instead, they are tested for impairment whenever circumstances indicate that the carrying amount of the asset may not be recoverable, such as when the disposal of such assets is likely or there is an adverse change in the market involving the business employing the related assets. If an impairment analysis is required, the impairment test employed is based on whether the Company’s intent is to hold the asset for continued use or to hold the asset for sale. If the intent is to hold the asset for continued use, the impairment test first requires a comparison of undiscounted future cash flows to the carrying value of the asset. If the carrying value of the asset exceeds the undiscounted cash flows, the asset would not be deemed to be recoverable. Impairment would then be measured as the excess of the asset’s carrying value over its fair value. Fair value is typically determined by discounting the future cash flows associated with that asset. If the intent is to hold the asset for sale and certain other criteria are met, the impairment test involves comparing the asset’s carrying value to its fair value less costs to sell. To the extent the carrying value is greater than the asset’s fair value less costs to sell, an impairment loss is recognized in an amount equal to the difference. Significant judgments used for long-lived asset impairment assessments include identifying the appropriate asset groupings and primary assets within those groupings, determining whether events or circumstances indicate that the carrying amount of the asset may not be recoverable, determining the future cash flows for the assets involved and assumptions applied in determining fair value, which include, reasonable discount rates, growth rates, market risk premiums and other assumptions about the economic environment. Contingent Consideration In connection with the Company's acquisitions accounted for as business combinations, the Company records contingent consideration associated with sales-based royalties, sales-based milestones and development and regulatory milestones at fair value. The fair value model used to calculate these obligations 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, sales-based milestones 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 and/or the achievement of development and regulatory milestones. Any future increase or decrease in the fair value of the contingent consideration associated with sales-based royalties and sales-based milestones along with development and regulatory milestones are based on an assessment of the likelihood that the underlying net sales or milestones will be achieved. The associated payments which will become due and payable for sales-based royalties and milestones result in a charge to cost of product sales 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 and sales-based milestones will result in a reduction in cost of product sales. The changes in fair value for potential future sales-based royalties associated with product candidates in development will result in a charge to cost of product sales in the period in which the increase is determined. Leases The Company has operating leases for corporate offices, R&D facilities and manufacturing facilities. The Company determines if an arrangement is a lease at inception. Operating leases with future minimum lease payments in excess of 12 months and total lease payments greater than $0.1 million are included in right-of-use (ROU) assets and liabilities. The Company has elected to record expense on a cash basis for leases with minimum lease payments of 12 months or less and/or total lease payments less $0.1 million. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses an implicit rate when readily determinable. At the beginning of a lease, the operating lease ROU asset also includes any concentrated lease payments expected to be paid and excludes lease incentives. The Company's lease ROU asset may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for separately. Revenue recognition The Company recognizes revenue when the Company's customers obtain control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services by analyzing the following five steps: (1) identify the contract with a customer(s); (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. Multiple performance obligations At contract inception, the Company assesses the products or services promised in a contract and identifies a performance obligation for each promise to transfer to the customer a product or service that is distinct, including evaluating whether the contract includes a customer option for additional goods or services which could represent a material right. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer and is the unit of account under ASC 606. Contracts sometimes include more than one product, a lease, or options for customers to purchase additional products or services in the future for free or at a discount, which gives rise to separate performance obligations. For contracts with multiple performance obligations, the Company allocates the contract price to each performance obligation on a relative standalone selling price basis using the Company’s best estimate of the standalone selling price of each distinct product or service in the contract. The primary method used to estimate standalone selling price is the price observed in standalone sales to customers, however when prices in standalone sales are not available the Company may use third-party pricing for similar products or services or estimate the standalone selling price. Allocation of the transaction price is determined at the contracts’ inception. Transaction price and variable consideration Once the performance obligations in the contract have been identified, the Company estimates the transaction price of the contract. The estimate includes amounts that are fixed as well as those that can vary based on expected outcomes of the activities or contractual terms. The Company's variable consideration includes net profit received from sales of the Company's generic Nasal naloxone product, certain products sold on a net basis, cost-plus-fee contract terms and consideration transferred under its development contracts as consideration received can vary based on developmental progression of the product candidate. When a contract's transaction price includes variable consideration, the Company evaluates the variable consideration to determine whether the estimate needs to be constrained; therefore, the Company includes the variable consideration in the transaction price only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration estimates are updated at each reporting date. There were no significant constraints or material changes to the Company's variable consideration estimates as of or during the twelve months ended December 31, 2021. Product sales For our product sales, we recognize revenue at a point in time when the Company’s performance obligations have been satisfied and control of the products transfer to the customer. To indicate the transfer of control the Company will have a present right to payment, legal title must have passed to the customer, and the customer must have the significant risks and rewards of ownership. This point in time depends on several factors, including delivery, transfer of legal title, transition of risk and rewards of the product to the customer and the Company's right to payment. The Company's contracts for the sale of the Company's Government - MCM products include certain acceptance criteria before title passes to the customer. The primary customer for the Company's Government - MCM products and the primary source of funding for the development of its MCM product candidate portfolio is the USG. The USG contracts for the sale of the Company's Government - MCM products are normally multi-year contracts with annual options. For the Company’s commercial products, upon transfer of control of the goods the Company reflects estimates of the consideration that the Company expects. Prior to recognizing revenue, the Company makes estimates of the transaction price, including variable consideration that is subject to a constraint. Estimates of variable consideration include allowances for returns, specialty distributor fees, wholesaler fees, prompt payment discounts, government rebates, chargebacks and rebates under managed care plans. Revenue is recognized to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with such variable consideration is subsequently resolved. Provisions for variable consideration revenues from sales of products are recorded at the net sales price. Calculating certain of these provisions involves estimates and judgments and the Company determines their expected value based on sales or invoice data, contractual terms, historical utilization rates, new information regarding changes in these programs’ regulations and guidelines that would impact the amount of the actual rebates, the Company's expectations regarding future utilization rates for these programs and channel inventory data. These provisions reflect the Company's best estimate of the amount of consideration to which the Company is entitled based on the terms of the contract. The Company reassesses the Company's provisions for variable consideration at each reporting date. CDMO services The Company performs CDMO services for third parties. Under these contracts, activities can include drug substance and drug product manufacturing services for injectable and other sterile products, and development services such as pharmaceutical product process development, process design, technology transfer, manufacturing validations, laboratory analytical development support, aseptic filling, lyophilization, final packaging, stability studies, and suite-reservations. These contracts vary in duration, activities, and number of performance obligations. Performance obligations identified under these arrangements may include drug substance and/or drug product manufacturing, technology transfer activities, and suite-reservations. Drug substance, drug product manufacturing, development services and technology transfer performance obligations are recognized as revenue over-time because the Company’s performance does not create an asset with an alternative use and the Company has an enforceable right to payment for performance completed as work is performed. In drug product arrangements, the customer typically owns and supplies the active pharmaceutical ingredient (API), that is used in the manufacturing process; in drug substance arrangements, the customer provides certain seed material that is used in the manufacturing process. The transaction price generally contains both a fixed and variable component. The fixed component is stated in the agreement as a fixed price per unit with no contractual provision for a refund or price concession and the variable component generally results from pass-through costs that are billed at cost-plus over the life of the contract. The Company uses an input method to measure progress toward the satisfaction of the related performance obligations based on costs incurred as a percentage of total costs to complete which the Company believes best depicts the transfer of control of goods or services promised to its customers. Suite reservations are classified as leases when the customer directs the use of the identified suite and obtains substantially all the economic benefits from the manufacturing capacity. If a customer reserves more than one suite, the allocation of contract value is based on relative selling price which varies due to size, location, capacity, production capability for drug product or drug substance, and the time of planned use. The associated revenue is recognized on a straight-line basis over the period of performance. For arrangements that contain both lease and non-lease components, consideration in the contract is allocated on a relative standalone selling price basis. The Company’s CDMO customer contracts generally include provisions entitling the Company to a termination penalty when the contract is terminated prior to the contract’s nominal end date. The termination penalties in the customer contracts vary but are generally considered substantive for accounting purposes and create enforceable rights and obligations throughout the stated duration of the contract. The Company accounts for a contract cancellatio |
Revenue recognition
Revenue recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognition | Revenue recognition The Company operates in one business segment. Therefore, results of the Company's operations are reported on a consolidated basis for purposes of segment reporting, consistent with internal management reporting. For the years ended December 31, 2021, 2020, and 2019, the Company's revenues disaggregated by the major sources were as follows: (in millions) Year Ended December 31, 2021 2020 2019 U.S Government Non-U.S. Government Total U.S Government Non-U.S. Government Total U.S Government Non-U.S. Government Total Product sales $ 530.0 $ 493.9 $ 1,023.9 $ 626.0 $ 363.8 $ 989.8 $ 568.8 $ 334.7 $ 903.5 CDMO: Services — 334.9 334.9 — 166.7 166.7 — 80.0 80.0 Leases 237.6 62.1 299.7 253.3 30.5 283.8 — — — Total CDMO 237.6 397.0 634.6 253.3 197.2 450.5 — 80.0 80.0 Contracts and grants 130.2 4.0 134.2 109.2 5.9 115.1 105.9 16.6 122.5 Total revenues $ 897.8 $ 894.9 $ 1,792.7 $ 988.5 $ 566.9 $ 1,555.4 $ 674.7 $ 431.3 $ 1,106.0 For the years ended December 31, 2021, 2020 and 2019, the Company's product sales from Anthrax Vaccines, ACAM2000, Nasal Naloxone products and Other products as a percentage of total product sales were as follows: 2021 2020 2019 % of product sales: Anthrax vaccines 25 % 38 % 19 % Nasal naloxone products 43 % 31 % 31 % ACAM2000 20 % 20 % 27 % Other products 12 % 11 % 23 % As of December 31, 2021, 2020 and 2019, aside from sales to the USG, there were no sales to an individual customer in excess of 10% of total revenues. For the years ended December 31, 2021, 2020, and 2019, the Company’s revenues from customers within the United States comprised 92%, 93% and 90%, respectively, of total revenues. BARDA Centers of Innovation and Advanced Development and Manufacturing (CIADM) agreement The Company and BARDA had a CIADM agreement which began in June 2012 and terminated on November 1, 2021. The value of this base arrangement was $163.2 million and was recorded as a stand-ready performance obligation and reflected as a component of contracts and grants revenue in the consolidated statements of operations. In 2020, we announced that we had been issued a task order under CIADM for COVID-19 vaccine development and manufacturing (the BARDA COVID-19 Development Public Private Partnership). The task order and associated amendments which allowed BARDA to reserve drug substance and drug product manufacturing capacity at variou s manufacturing sites had a contract value of $650.8 million that was accounted for as a lease. On November 1, 2021, the Company and BARDA mutually agreed to terminate the CIADM agreement and associated task orders which resulted in an adjusted contract value of $140.5 million for the base arrangement and $470.9 million for the BARDA COVID-19 Development Public Private Partnership. For the base arrangement, the Company released $55.2 million of contract liabilities which is reflected as a component of contract and grants revenue on the consolidated statements of operations. Total revenues associated with the base arrangement were $71.3 million, $15.8 million and $15.8 million during the years ended December 31, 2021, 2020 and 2019 and are reflected as a component of contracts and grants revenue on the consolidated statements of operations. Revenues associated with the BARDA COVID-19 Development Public-Private Partnership were $237.6 million and $233.3 million during the years ended December 31, 2021 and 2020 and are recorded as CDMO leases on the consolidated statements of operations. There were no revenues from the BARDA COVID-19 Development Public-Private Partnership during the year ended December 31, 2019. The termination resulted in the write off of $38.0 million in contract assets to R&D expense on the consolidated statements of operations. CDMO Operating Leases Certain multi-year CDMO service arrangements with non-USG customers include operating leases whereby the customer has the right to direct the use of and obtain substantially all of the economic benefits of specific manufacturing suites operated by the Company. The associated revenue is recognized on a straight-line basis over the term of the lease. The remaining term on the Company's operating lease components approximates 3.0 years. The Company utilizes a cost-plus model to determine the stand-alone selling price of the lease component to allocate contract consideration between the lease and non-lease components. During the year ended December 31, 2021, the Company's non-USG lease revenues were $62.1 million, which is included within CDMO leases in the consolidated statement of operations. The Company has allocated contracted operating lease revenues due under our long-term CDMO service arrangements as follows: (in millions) Year Ended December 31, 2022 45.8 2023 50.7 2024 11.5 $ 108.0 Transaction price allocated to remaining performance obligations As of December 31, 2021, the Company expects future revenues of approximately $1.3 billion associated with all arrangements entered into by the Company. The Company expects to recognize a majority of the $1.3 billion of unsatisfied performance obligations within the next 24 months. The amount and timing of revenue recognition for unsatisfied performance obligations can change. The future revenues associat ed with unsatisfied performance obligations exclude the value of unexercised option periods in the Company’s revenue arrangements. Often the timing of manufacturing activities changes based on customer needs and resource availability. Regulatory compliance may also impact the status of the Company’s COVID-19 related CDMO arrangements. Government funding appropriations can impact the timing of product deliveries. The success of the Company's development activities that receive development funding support from the USG under development contracts can also impact the timing of revenue recognition. Contract assets The Company considers unbilled accounts receivable and deferred costs associated with revenue generating contracts, which are not included in inventory or property, plant and equipment, as contract assets. As of December 31, 2021, the Company had $21.5 million from revenue generating contracts recorded within accounts receivable, net on the consolidated balance sheets. As of December 31, 2020, deferred costs from revenue generating contracts recorded as contract assets were $41.1 million, which is reflected as a component of other assets on the consolidated balance sheets . Contract liabilities When performance obligations are not transferred to a customer at the end of a reporting period, cash received associated with the amount allocated to those performance obligations is reflected as contract liabilities on the consolidated balance sheets and is deferred until control of these performance obligations is transferred to the customer. The following table presents the roll forward of the contract liabilities: (in millions) December 31, 2019 $ 88.9 Deferral of revenue 146.2 Revenue recognized (135.0) Balance at December 31, 2020 100.1 Deferral of revenue 279.7 Revenue recognized (363.4) Balance at December 31, 2021 $ 16.4 As of December 31, 2021 and 2020, the current portion of contract liabilities was $11.7 million and $44.6 million, respectively, and was included in other current liabilities on the balance sheet. Accounts receivable Accounts receivable including unbilled accounts receivable contract assets consist of the following: December 31, (in millions) 2021 2020 Billed, net $ 224.9 $ 172.7 Unbilled 49.8 58.2 Total, net $ 274.7 $ 230.9 As of December 31, 2021 and 2020, the allowance for doubtful accounts was $3.2 million and $3.1 million, respectively. |
Fair value measurements
Fair value measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Fair value measurements The table below presents information about our assets and liabilities that are regularly measured and carried at fair value and indicate the level within the fair value hierarchy of the valuation techniques we utilized to determine fair value: December 31, 2021 December 31, 2020 (In millions) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Money market accounts $ 152.4 $ 152.4 $ — $ — $ 352.2 $ 352.2 $ — $ — Time deposits 200.0 — 200.0 — — — — — Total $ 352.4 $ 152.4 $ 200.0 $ — $ 352.2 $ 352.2 $ — $ — Liabilities: Contingent consideration $ 37.2 $ — $ — $ 37.2 $ 58.1 $ — $ — $ 58.1 Derivative instruments 6.1 — 6.1 — 15.0 — 15.0 — Total $ 43.3 $ — $ 6.1 $ 37.2 $ 73.1 $ — $ 15.0 $ 58.1 Contingent consideration Contingent consideration liabilities associated with business combinations are measured at fair value. These liabilities represent an obligation of the Company to transfer additional assets to the selling shareholders and owners if future events occur or conditions are met. These liabilities associated with business combinations are measured at fair value at inception and at each subsequent reporting date. The changes in the fair value are primarily due to the expected amount and timing of future net sales, which are inputs that have no observable market. Any changes in fair value for the contingent consideration liabilities related to the Company’s products are classified in the Company's statement of operations as cost of product sales. Any changes in fair value for the contingent consideration liabilities related to the Company’s product candidates are recorded in R&D expense for regulatory and development milestones. The following table is a reconciliation of the beginning and ending balance of the contingent consideration liabilities measured at fair value during the years ended December 31, 2021 and 2020. (in millions) Balance at December 31, 2019 $ 29.2 Expense included in earnings 31.7 Settlements (2.8) Balance at December 31, 2020 $ 58.1 Expense included in earnings 2.9 Settlements (23.8) Balance at December 31, 2021 $ 37.2 As of December 31, 2021 and 2020, the current portion of the contingent consideration liability was $32.7 million and $23.9 million, respectively, and was included in other current liabilities on the consolidated balance sheets. The recurring Level 3 fair value measurements for the Company's contingent consideration liability include the following significant unobservable inputs: Contingent Consideration Liability Fair Value as of December 31, 2021 Valuation Technique Unobservable Input Range Weighted Average Revenue milestone and royalty based $37.2 million Discounted cash flow Discount rate —% - 7.4% 1.5% Probability of payment 25.0% - 100.0% 87.0% Projected year of payment 2022 - 2028 2022 Non-Variable Rate Debt As of December 31, 2021 and December 31, 2020, the fair value of the Company's 3.875% Senior Unsecured Notes was $433.3 million and $466.0 million, respectively. The fair value was determined through market sources, which are level 2 inputs and directly observable. The carrying amounts of the Company’s other long-term variable interest rate debt arrangements approximate their fair values (see Note 8). Non-recurring fair value measurements |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: December 31, (in millions) 2021 2020 Raw materials and supplies $ 217.5 $ 160.6 Work-in-process 95.8 102.5 Finished goods 37.5 43.9 Total inventories $ 350.8 $ 307.0 Inventories, net is stated at the lower of cost or net realizable value. During the year ended December 31, 2021, the Company recorded inventory write-offs at its Bayview facility of $41.5 million, which were the result of the cross-contamination event at the Bayview facility. The inventory write-off resulted from the Company's plan to discard raw materials and in-process batches that were deemed unusable. The charge was reflected as a component of cost of CDMO services on the Company's consolidated statements of operations. |
Property, plant and equipment,
Property, plant and equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant and Equipment Income Statement Disclosures [Abstract] | |
Property, plant and equipment, net | Property, plant and equipment, net Property, plant and equipment, net consists of the following: December 31, (in millions) 2021 2020 Land and improvements $ 52.1 $ 52.7 Buildings, building improvements and leasehold improvements 269.7 246.3 Furniture and equipment 513.5 362.1 Software 60.7 58.7 Construction-in-progress 223.2 183.4 1,119.2 903.2 Less: Accumulated depreciation and amortization (319.1) (259.1) Total property, plant and equipment, net $ 800.1 $ 644.1 For the years ended December 31, 2021 and 2020, construction-in-progress primarily includes costs incurred related to construction to advance the Company's CDMO capabilities. Depreciation and amortization expense associated with property, plant and equipment was $62.2 million, $50.1 million and $49.5 million for the years ended December 31, 2021, 2020, and 2019, respectively. |
Intangible assets and goodwill
Intangible assets and goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets and goodwill | Intangible assets and goodwill The Company's intangible assets consist of products acquired via business combinations or asset acquisitions. Components of the Company’s intangible assets, excluding IPR&D and goodwill, consisted of the following: December 31, 2021 (in millions) Estimated Life Cost Accumulated Amortization Net Products 9-22 years $ 798.0 $ 193.5 $ 604.5 Customer relationships 8 years 28.6 28.6 — CDMO 8 years 5.5 5.4 0.1 Total intangible assets $ 832.1 $ 227.5 $ 604.6 December 31, 2020 (in millions) Estimated Life Cost Accumulated Amortization Net Products 9-22 years $ 798.0 $ 137.8 $ 660.2 Customer relationships 8 years 28.6 26.5 2.1 CDMO 8 years 5.5 4.7 0.8 Total intangible assets $ 832.1 $ 169.0 $ 663.1 For the years ended December 31, 2021, 2020, and 2019, the Company recorded amortization expense for intangible assets of $58.5 million, $59.8 million and $58.7 million, respectively, which is included in the amortization of intangible assets in the consolidated statements of operations. As of December 31, 2021, the weighted average amortization period remaining for intangible assets is 11.9 years. Future amortization expense as of December 31, 2021 is as follows: (in millions) 2022 $ 55.9 2023 55.8 2024 55.8 2025 55.8 2026 and beyond 381.3 Total remaining amortization $ 604.6 As a result of the Company's expectation that it would not generate future cash flows to recover the asset balance of the Company's IPR&D intangible asset, the Company recorded an intangible asset impairment charge of $29.0 million during the year ended December 31, 2020. As such, there is no remaining balance recorded on the Company's consolidated balance sheets at December 31, 2021 and 2020. The impairment charge is reflected as a component of R&D expense in the consolidated statement of operations for the year ended December 31, 2020. The following table is a summary of changes in goodwill: Year ended December 31, (in millions) 2021 2020 Balance at beginning of the year $ 266.7 $ 266.6 Goodwill impairment (1) (41.7) — Foreign currency translation (0.1) 0.1 Balance at end of the year $ 224.9 $ 266.7 (1) The carrying amount of goodwill included accumulated impairments of $41.7 million as of December 31, 2021. There were no impairment charges or accumulated impairments as of December 31, 2020. On October 1, 2021, the date of the Company's annual goodwill impairment testing, the Company reorganized its lines of business resulting in a change in the composition of two of its reporting units. The Company performed quantitative tests to determine fair values of the reporting units using both a market based (comparable company multiple) and income based (discounted cash flows) approach, each a level three non recurring fair value measurement, of the reporting units both before and after the reorganization of the lines of business and its reporting units and determined that there was a goodwill impairment of $41.7 million associated with the new commercial reporting unit . |
Long-term debt
Long-term debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term debt | Long-term debt The components of debt are as follows: December 31, (in millions) 2021 2020 Senior secured credit agreement - Term loan due 2023 $ 396.6 $ 421.9 Senior secured credit agreement - Revolver loan due 2023 — — 3.875% Senior Unsecured Notes due 2028 450.0 450.0 2.875% Convertible Senior Notes due 2021 — 10.6 Other 3.0 3.0 Total debt $ 849.6 $ 885.5 Current portion of debt, net of debt issuance costs (31.6) (33.8) Unamortized debt issuance costs (8.5) (10.7) Debt, net of current portion $ 809.4 $ 841.0 As of December 31, 2021, the Company had approximately $2.0 million and $1.6 million of debt issuance costs associated with the revolver loan that were classified as other current assets and other assets, respectively, on the Company's consolidated balance sheets because there was no outstanding revolver balance at December 31, 2021. As of December 31, 2020, the Company had approximately $2.0 million and $3.5 million of debt issuance costs associated with the revolver loan that were classified as other current assets and other assets, respectively, on the Company's consolidated balance sheets because there was an outstanding revolver balance at December 31, 2020. 3.875% Senior Unsecured Notes due 2028 On August 7, 2020, the Company completed its offering of $450 million aggregate principal amount of 3.875% Senior Unsecured Notes due 2028 (the 2028 Notes) of which the majority of the net proceeds were used to pay down the Revolving Credit Facility (as defined below). Interest on the 2028 Notes is payable on February 15th and August 15th of each year until maturity, beginning on February 15, 2021. The 2028 Notes will mature on August 15, 2028. On or after August 15, 2023, the Company may redeem the 2028 Notes, in whole or in part, at the redemption prices set forth in the related Indenture, plus accrued and unpaid interest. Prior to August 15, 2023 the Company may redeem all or a portion of the 2028 Notes at a redemption price equal to 100% of the principal amount of the 2028 Notes plus a “make-whole” premium and accrued and unpaid interest. Prior to August 15, 2023, the Company may redeem up to 40% of the aggregate principal amount of the 2028 Notes using the net cash proceeds of certain equity offerings at the redemption price set forth in the related Indenture. Upon the occurrence of a change of control, the Company must offer to repurchase the 2028 Notes at a purchase price of 101% of the principal amount of such 2028 Notes plus accrued and unpaid interest. Negative covenants in the Indenture governing the 2028 Notes, among other things, limit the ability of the Company to incur indebtedness and liens, dispose of assets, make investments, enter into certain merger or consolidation transactions and make restricted payments. Senior Secured Credit Agreement Also on August 7, 2020, the Company entered into a Second Amendment (the Credit Agreement Amendment) to its senior secured credit agreement, dated October 15, 2018, with multiple lending institutions relating to the Company’s senior secured credit facilities (the Credit Agreement, and as amended, the Amended Credit Agreement), consisting of a senior revolving credit facility (the Revolving Credit Facility) and senior term loan facility (the Term Loan Facility, and together with the Revolving Credit Facility, the Senior Secured Credit Facilities). The Credit Agreement Amendment amended, among other things, the definition of incremental facilities limit, the consolidated net leverage ratio financial covenant by increasing the maximum level, increased the permissible applicable margins based on the Company’s consolidated net leverage ratio and increased the commitment fee that the Company is required to pay in respect of the average daily unused commitments under the Revolving Credit Facility, depending on the Company’s consolidated net leverage ratio. The Amended Credit Agreement includes (i) a Revolving Credit Facility of $600 million with a maturity date of October 13, 2023, and (ii) a Term Loan Facility with a principal amount of $450 million. The Company may request incremental term loan facilities or increases in the Revolving Credit Facility (each an Incremental Loan) as long as certain requirements involving our net leverage ratio will be maintained on a pro forma basis. Borrowings under the Revolving Credit Facility and the Term Loan Facility bear interest at a rate per annum equal to (a) a eurocurrency rate plus a margin ranging from 1.3% to 2.3% 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 0.5%, and a eurocurrency rate for an interest period of one month plus 1.0% plus a margin ranging from 0.3% to 1.3%, depending on the Company's consolidated net leverage ratio. The Company is required to make quarterly payments on the last business day of each calendar quarter under the Amended Credit Agreement for 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 0.2% to 0.4% per annum, depending on the Company's consolidated net leverage ratio, for the average daily unused commitments under the Revolving Credit Facility. The Company is to repay the outstanding principal amount of the Term Loan Facility in quarterly installments on the last business day of each calendar quarter based on an annual percentage equal to 2.5% of the original principal amount of the Term Loan Facility during each of the first two years of the Term Loan Facility, 5.0% of the original principal amount of the Term Loan Facility during the third year of the Term Loan Facility and 7.5% of the original principal amount of the Term Loan Facility during each year of the remainder of the term of the Term Loan Facility until the maturity date of the Term Loan Facility, at which time the entire unpaid principal balance of the Term Loan Facility will be due and payable. The Company has the right to prepay the Term Loan Facility without premium or penalty. The Revolving Credit Facility and the Term Loan Facility mature on October 13, 2023. The Amended Credit Agreement also requires mandatory prepayments of the Term Loan Facility in the event the Company or its subsidiaries (a) incur indebtedness not otherwise permitted under the Amended Credit Agreement or (b) receive cash proceeds in excess of $100 million during the term of the Credit Agreement from certain dispositions of property or from casualty events involving their property, subject to certain reinvestment rights. The financial covenants under the Amended Credit Agreement currently require the quarterly presentation of a minimum consolidated 12-month rolling debt service coverage ratio of 2.5 to 1.0, and a maximum consolidated net leverage ratio of 4.5 to 1.0 (subject to an increase to 5.0 to 1.0 for an applicable four quarter period, at the election of the Company, in connection with a permitted acquisition having an aggregate consideration in excess of $75.0 million). Negative covenants in the Amended Credit Agreement, among other things, limit the ability of the Company to incur indebtedness and liens, dispose of assets, make investments, enter into certain merger or consolidation transactions and make restricted payments. As of the date of these financial statements, the Company is in compliance with all affirmative and negative covenants. 2.875% Convertible Senior Notes Due 2021 On January 29, 2014, the Company issued 2.875% convertible senior notes due 2021 (the Notes). The Notes bore interest at a rate of 2.875% per ye ar, payable semi-annually in arrears on January 15 and July 15 of each year. The Notes matured and were paid on January 15, 2021 . Debt Maturity Future debt payments of long-term indebtedness are as follows: (in millions) December 31, 2021 2022 $ 33.8 2023 363.6 2024 0.2 2025 — 2026 and thereafter 452.0 Total debt $ 849.6 |
Derivative Instruments and hedg
Derivative Instruments and hedging activities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and hedging activities | Derivative Instruments and hedging activities Risk management objective of using derivatives As of December 31, 2021, the Company had the following outstanding interest rate swap derivatives that were designated as cash flow hedges of interest rate risk: (in millions, except number of instruments) Number of Instruments Notional amount Interest Rate Swaps 7 $350.0 The table below presents the fair value of the Company’s derivative financial instruments designated as hedges as well as their classification on the balance sheet. Liability Derivatives December 31, 2021 December 31, 2020 (in millions) Balance Sheet Location Fair Value Balance Sheet Location Fair Value Interest Rate Swaps Other Current Liabilities $ 4.5 Other Current Liabilities $ 5.7 Other Liabilities $ 1.6 Other Liabilities $ 9.3 The table below presents the effect of cash flow hedge accounting on accumulated other comprehensive income. (in millions) Cumulative Amount of Gain/(Loss) Recognized in OCI on Derivative Location of Gain or (Loss) Reclassified from Accumulated OCI into Income Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020 Interest Rate Swaps $ (6.1) $ (15.0) Interest expense $ (5.8) $ (3.9) If current fair values of designated interest rate swaps remained static over the next twelve months, the Company would reclassify $1.6 million of net deferred losses from accumulated other comprehensive loss to the statement of operations over the next twelve month period. All outstanding cash flow hedges mature in October 2023. |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' equity | 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. Repurchase programs On November 11, 2021, the Company announced that its Board of Directors authorized management to repurchase, up to an aggregate of $250.0 million of Common Stock under a board-approved Share Repurchase Program, of which $112.6 million has been utilized to purchase 2.6 million shares as of December 31, 2021. The number of shares repurchased includes trades executed in December and settled in January due to timing. The Share Repurchase Program does not obligate the Company to acquire any specific number of shares. Repurchased shares will be available for use in connection with our stock plans and for other corporate purposes. Accounting for stock-based compensation The Company has one stock-based employee compensation plan, the Fourth Amended and Restated Emergent BioSolutions Inc. 2006 Stock Incentive Plan (the Emergent Plan), which includes stock options and performance and restricted stock units. As of December 31, 2021, an aggregate of 25.4 million shares of common stock were authorized for issuance under the Emergent Plan, of which a total of approximately 6.7 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. Options granted under the Emergent Plan have a contractual life of 7 years. 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: Year Ended December 31, 2021 2020 2019 Expected dividend yield 0 % 0 % 0 % Expected volatility 47-48% 39-48% 37-39% Risk-free interest rate 0.43-0.94% 0.27-1.42% 1.57-2.48% Expected average life of options 4.5 years 4.5 years 4.5 years Stock options, restricted and performance stock units The following is a summary of stock option award activity under the Emergent Plan: (in millions, except per share data) Number of Shares Weighted-Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2020 1.3 $ 49.07 $ 53.4 Granted 0.3 89.47 Exercised (0.3) 35.91 Forfeited (0.1) 71.77 Outstanding at December 31, 2021 1.2 $ 60.83 $ 3.0 Exercisable at December 31, 2021 0.6 $ 47.28 $ 3.0 The weighted average remaining contractual term of options outstanding as of both December 31, 2021 and 2020 was 4.3 years. The weighted average remaining contractual term of options exercisable as of December 31, 2021 and 2020 was 3.2 years and 2.9 years, respectively. The weighted average grant date fair value of options granted during the years ended December 31, 2021, 2020, and 2019 was $35.16, $21.69 and $21.13 per share, respectively. The total intrinsic value of options exercised during the years ended December 31, 2021, 2020, and 2019 was $15.7 million, $38.2 million and $5.3 million, respectively. The following is a summary of performance stock and restricted stock unit award activity under the Emergent Plan. (in millions, except per share data) Number of Shares Weighted-Average Grant Price Aggregate Intrinsic Value Outstanding at December 31, 2020 1.1 $ 63.30 $ 96.3 Granted 0.7 76.72 Vested (0.5) 61.76 Forfeited (0.2) 74.42 Outstanding at December 31, 2021 1.1 $ 70.82 $ 47.6 The total fair value of restricted stock unit awards vested during 2021, 2020 and 2019 was $30.8 million, $35.3 million and $16.9 million, respectively. As of the year ended December 31, 2021, the total compensation cost and weighted average period over which total compensation is expected to be recognized related to unvested equity awards was $60.7 million and 1.6 years, respectively. Stock-based compensation expense was recorded in the following financial statement line items: Year Ended December 31, (in millions) 2021 2020 2019 Cost of product sales $ 6.4 $ 8.9 $ 2.3 Cost of CDMO services 1.1 3.5 0.8 Research and development 5.0 8.4 4.0 Selling, general and administrative 29.9 30.2 19.6 Total stock-based compensation expense $ 42.4 $ 51.0 $ 26.7 Accumulated Other Comprehensive (Loss) Income The following table includes changes in accumulated other comprehensive (loss) income by component, net of tax: Defined Benefit Pension Plan Derivative Instruments Foreign Currency Translation Losses Total (in millions) Balance, December 31, 2019 $ (3.4) $ (1.6) $ (4.9) $ (9.9) Other comprehensive (loss) income before reclassifications (4.3) (13.3) (1.7) (19.3) Amounts reclassified from accumulated other comprehensive income — 3.9 — 3.9 Net current period other comprehensive income (loss) (4.3) (9.4) (1.7) (15.4) Balance, December 31, 2020 $ (7.7) $ (11.0) $ (6.6) (25.3) Other comprehensive (loss) income before reclassifications 4.3 0.7 (1.0) 4.0 Amounts reclassified from accumulated other comprehensive income (0.6) 5.8 — 5.2 Net current period other comprehensive income (loss) 3.7 6.5 (1.0) 9.2 Balance, December 31, 2021 $ (4.0) $ (4.5) $ (7.6) $ (16.1) The following table presents the tax effects related to each component of accumulated other comprehensive (loss) income: December 31, 2021 December 31, 2020 December 31, 2019 (in millions) Pretax Tax Benefit (Expense) Net-of-tax Pretax Tax Benefit (Expense) Net-of-tax Pretax Tax Benefit (Expense) Net-of-tax Defined Benefit Pension Plan 4.3 (0.6) 3.7 (5.0) 0.7 (4.3) (3.7) 0.5 (3.2) Derivative Instruments 8.9 (2.4) 6.5 (13.0) 3.6 (9.4) (2.0) 0.4 (1.6) Foreign Currency Translation Losses (1.2) 0.2 (1.0) (1.8) 0.1 (1.7) 0.4 — 0.4 Total Adjustments $ 12.0 $ (2.8) $ 9.2 $ (19.8) $ 4.4 $ (15.4) $ (5.3) $ 0.9 $ (4.4) |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. Valuation allowances are recorded as appropriate to reduce deferred tax assets to the amount considered likely to be realized. The GILTI provisions require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The Company is subject to incremental U.S. tax on GILTI income. The Company has elected to account for GILTI tax in the period in which it is incurred, and therefore has not provided any deferred tax impacts of GILTI in its consolidated financial statements for the year ended December 31, 2021 and 2020. BEAT provisions do not have material impact on the consolidated financial statements. For the years ended December 31, 2021 and 2020, the Company has not recognized deferred tax liabilities for temporary differences related to investments in foreign subsidiaries that were deemed indefinitely reinvested. Determination of the amount of unrecognized deferred income tax liabilities on these outside basis differences is not practicable because such liability, if any, depends on certain circumstances existing if and when remittance occurs. A deferred tax liability will be recognized if and when the Company no longer plans to indefinitely reinvest these undistributed earnings. Significant components of income taxes attributable to operations consist of the following: December 31, (in millions) 2021 2020 2019 Current Federal $ (3.7) $ 62.8 $ 1.4 State 14.9 27.7 11.6 International 28.4 14.0 11.0 Total current 39.6 104.5 24.0 Deferred Federal 38.0 1.1 1.9 State 4.3 — 1.1 International 1.6 (3.5) (4.1) Total deferred 43.9 (2.4) (1.1) Total income taxes $ 83.5 $ 102.1 $ 22.9 The Company's net deferred tax asset (liability) consists of the following: December 31, (in millions) 2021 2020 Federal losses carryforward $ 7.6 $ 8.1 State losses carryforward 3.3 3.1 Research and development carryforward 9.5 7.5 State research and development carryforward 5.0 5.0 Scientific research and experimental development credit carryforward 2.1 8.4 Stock compensation 8.9 8.6 Foreign losses carryforward 10.2 36.9 Deferred revenue 0.4 26.2 Inventory reserves 2.9 1.7 Lease liability 6.5 8.2 IRC 263A capitalized costs 3.9 2.3 Other 5.6 8.5 Deferred tax asset 65.9 124.5 Valuation allowance (25.0) (51.1) Net deferred tax asset 40.9 73.4 Fixed assets (75.1) (54.6) Intangible assets (47.6) (50.4) Right-of-use asset (6.1) (7.7) Other (2.8) (4.5) Deferred tax liability (131.6) (117.2) Net deferred tax liability $ (90.7) $ (43.8) As of December 31, 2021, the Company has approximately $36.0 million ($7.6 million tax effected) in U.S. federal net operating loss carryforwards. The U.S. federal net operating loss carryforwards are recorded with a $4.7 million valuation allowance. States have their own statutes concerning whether a NOL should be carried forward pre or post apportionment. The US federal and state R&D tax credit carryforwards of $14.5 million have a valuation allowance in the amount of $9.1 million. The net operating loss carryforwards and the R&D tax credits will begin to expire in 2031 and 2024, respectively. Certain of the net operating loss carryforwards and the R&D tax credit carryforwards are subject to an annual limitation pursuant to Internal Revenue Code Section 382 and 383. As of December 31, 2021, the Company had pre-apportionment state NOLs totaling approximately $1,083.9 million (de minimis when tax effected) primarily in Maryland which will begin to expire in 2025 and post-apportionment NOLs totaling approximately $76.4 million ($3.2 million tax effected) primarily in California that will begin to expire in 2025. The U.S. state tax loss carryforwards are recorded with a valuation allowance of $79.4 million ($3.2 million tax effected). The Company has approximately $46.7 million ($8.2 million tax effected) in net operating losses from foreign jurisdictions as of December 31, 2021, some of which 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), and some of which begin to expire in 2022. A valuation allowance in respect to these foreign losses has been recorded in the tax effected amount of $6.0 million. The change in foreign losses and the corresponding valuation allowance is primarily attributable to liquidation of an inactive foreign entity during the year. As of December 31, 2021, the Company has approximately $2.1 million in Manitoba scientific research and experimental development credit carryforwards that will begin to expire in 2040. The use of any of these net operating losses and R&D tax credit carryforwards may be restricted due to future changes in the Company's ownership. Income taxes differ from the amount of taxes determined by applying the U.S. federal statutory rate to income before taxes as a result of the following: December 31, (in millions) 2021 2020 2019 US $ 112.0 $ 362.0 $ 63.9 International 202.4 45.2 13.5 Earnings before taxes on income 314.4 407.2 77.4 Federal tax at statutory rates $ 65.8 $ 85.5 $ 16.3 State taxes, net of federal benefit 16.1 23.2 10.3 Impact of foreign operations (16.8) (7.8) (6.9) Change in valuation allowance 4.3 1.5 (1.0) Tax credits (4.7) (7.6) (3.6) Stock compensation (4.9) (7.9) (2.4) Impairments 8.3 — — Return to provision true-ups 0.8 (0.7) (2.3) Transaction costs 0.3 6.0 4.7 Compensation limitation 2.9 2.2 1.3 FIN 48 0.3 (0.3) 1.1 GILTI, net 11.4 5.4 3.6 Permanent differences (0.3) 2.6 1.8 Income taxes $ 83.5 $ 102.1 $ 22.9 The effective annual tax rate for the years ended December 31, 2021, 2020, and 2019 was 27%, 25% and 30%, respectively. The effective annual tax rate of 27% in 2021 is higher than the statutory rate primarily due to the impact of goodwill impairment, state taxes, GILTI and other non-deductible items. This is partially offset by stock option deduction benefits, tax credits, and favorable rates in foreign jurisdictions. The jurisdictional mix of profit has changed from the prior year largely due to lower US CDMO margins, the termination of the CIADM arrangement in the US and an increase in sales of NARCAN in which a portion of the profit is attributable to a foreign subsidiary. The effective annual tax rate of 25% in 2020 is higher than the statutory rate primarily due to the impact of state taxes, GILTI, contingent consideration, other non-deductible items and the jurisdictional mix of earnings. This is partially offset by stock option deduction benefits, tax credits, and favorable rates in foreign jurisdictions. The effective annual tax rate of 30% in 2019 is higher than the statutory rate primarily due to the impact of state taxes, GILTI, contingent consideration, and other non-deductible items. This is partially offset by stock option deduction benefits, tax credits, and favorable rates in foreign jurisdictions. The Company recognizes interest in interest expense and recognizes potential penalties related to unrecognized tax benefits in selling, general and administrative expense. The total unrecognized tax benefits recorded at December 31, 2021 and 2020 of $9.8 million and $9.2 million, respectively, is classified as a non-current liability on the balance sheet. The table below presents the gross unrecognized tax benefits activity for 2021, 2020 and 2019: (in millions) Gross unrecognized tax benefits at December 31, 2018 $ 8.8 Increases for tax positions for prior years 0.5 Increases for tax positions for current year 1.5 Settlements (0.4) Gross unrecognized tax benefits at December 31, 2019 $ 10.4 Increases for tax positions for prior years — Increases for tax positions for current year 0.6 Settlements (1.8) Gross unrecognized tax benefits at December 31, 2020 $ 9.2 Increases for tax positions for prior years 0.4 Increases for tax positions for current year 0.2 Gross unrecognized tax benefits at December 31, 2021 $ 9.8 The total gross unrecognized tax benefit of $9.8 million, includes $7.4 million that relates to the 2018 acquisition of PaxVax Holdings Company, Ltd., which is entirely offset by a $7.4 million receivable pursuant to a Tax Indemnity Agreement that became effective as at the close of the acquisition. When resolved, substantially all of these liabilities would impact the effective tax rate. The Company's federal and state income tax returns for the tax years 2017 and onwards remain open to examination. The Company's tax returns for Canada remain open to examination for the tax years 2013 to 2020. The Company's Irish tax returns remain open to examination for the tax years 2015 to 2019. |
Defined benefit and 401(k) savi
Defined benefit and 401(k) savings plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Defined benefit and 401(k) savings plan | Defined benefit and 401(k) savings plan The Company sponsors a defined benefit pension plan covering eligible employees in Switzerland (the Swiss Plan). Under the Swiss Plan, the Company and certain of its employees with annual earnings in excess of government determined amounts are required to make contributions into a fund managed by an independent investment fiduciary. Employer contributions must be in an amount at least equal to the employee’s contribution. The Swiss Plan's assets are comprised of an insurance contract that has a fair value consistent with its contract value based on the practicability exception using level 3 inputs. The entire liability is listed as non-current because plan assets are greater than the expected benefit payments over the next year. The Company recognized pension expense related to the Swiss Plan of $2.0 million, $2.4 million and $1.5 million reflected as a component of selling, general and administrative for the years ended December 31, 2021, 2020 and 2019, respectively. The funded status of the Swiss Plan is as follows: (in millions) December 31, 2021 December 31, 2020 Fair value of plan assets, beginning of year $ 27.6 $ 20.6 Employer contributions 1.4 1.4 Employee contributions 0.9 0.8 Net benefits received (paid) 0.5 6.8 Actual return on plan assets (0.1) 0.3 Settlements — (4.5) Currency impact (1.0) 2.2 Fair value of plan assets, end of year $ 29.3 $ 27.6 Projected benefit obligation, beginning of year $ 49.2 $ 35.2 Service cost 2.4 1.9 Interest Cost — 0.1 Employee contributions 0.9 0.8 Actuarial (gain) loss (4.6) 5.0 Net benefits received (paid) 0.5 6.8 Settlements — (4.5) Currency impact (1.6) 3.9 Projected benefit obligation, end of year $ 46.8 $ 49.2 Funded status, end of year $ (17.5) $ (21.6) Accumulated benefit obligation, end of year $ 41.8 $ 43.0 Components of net periodic pension cost incurred during the year are as follows: (in millions) December 31, 2021 December 31, 2020 December 31, 2019 Service cost $ 2.4 $ 1.9 $ 1.3 Interest cost — 0.1 0.2 Expected return on plan assets (0.8) (0.6) (0.5) Amortization of loss 0.6 0.2 — Amortization of prior service cost (0.2) (0.2) — Settlements — 1.0 0.5 Net periodic benefit cost $ 2.0 $ 2.4 $ 1.5 The weighted average assumptions used to calculate the projected benefit obligations are as follows: December 31, 2021 December 31, 2020 Discount rate 0.30 % 0.02 % Expected rate of return 3.0 % 3.0 % Rate of future compensation increases 1.4 % 1.4 % The overall expected long-term rate of return on assets assumption considers historical returns, as well as expected future returns based on the fact that investment returns are insured, and the legal minimum interest crediting rate as applicable. Total contributions expected to be made into the plan for the year-ended December 31, 2022 is $1.4 million. The following table presents losses recognized in accumulated other comprehensive (income) loss before income tax related to the Company’s defined benefit pension plans: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Net actuarial (gain) loss $ 5.9 $ 9.9 Prior service cost (1.3) (1.0) Total recognized in accumulated other comprehensive (income) loss $ 4.6 $ 8.9 Future benefits expected to be paid as of December 31, 2021 are as follows: (In millions) December 31, 2022 $ 2.2 2023 1.7 2024 1.7 2025 1.8 2026 1.8 Thereafter 37.6 Total $ 46.8 401(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. During the years ended December 31, 2021, 2020 and 2019, the Company made matching contributions of approximately $8.9 million, $6.6 million and $5.1 million, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The components of lease expense were as follows: Year Ended December 31, (In millions) 2021 2020 2019 Operating lease cost: Amortization of right-of-use assets $ 5.6 $ 4.5 $ 2.7 Interest on lease liabilities 1.3 1.1 0.6 Total operating lease cost $ 6.9 $ 5.6 $ 3.3 Supplemental balance sheet information related to leases was as follows: Year Ended December 31, (In millions, except lease term and discount rate) Balance Sheet Location 2021 2020 Operating lease right-of-use assets Other assets $ 28.3 $ 31.0 Operating lease liabilities, current portion Other current liabilities 5.8 5.4 Operating lease liabilities Other liabilities 24.2 27.8 Total operating lease liabilities $ 30.0 $ 33.2 Operating leases: Weighted average remaining lease term (years) 7.0 7.7 Weighted average discount rate 4.1 % 4.1 % The Company's leases have remaining lease terms of 1 year to 12 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases within 1 year. Lease maturities as of December 31, 2021, are as follows: (in millions) Operating leases 2022 $ 6.9 2023 6.9 2024 4.7 2025 3.1 2026 2.7 Thereafter 10.4 Total undiscounted lease liabilities 34.7 Less: Imputed interest (4.7) Total Lease liabilities $ 30.0 |
Earnings per share
Earnings per share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per share | Earnings per share The following table presents the calculation of basic and diluted net income per share: Year Ended December 31, (in millions, except per share data) 2021 2020 2019 Numerator: Net income $ 230.9 $ 305.1 $ 54.5 Denominator: Weighted-average number of shares-basic 53.5 52.7 51.5 Dilutive effect of employee incentive plans 0.6 1.1 0.9 Weighted-average number of shares-diluted 54.1 53.8 52.4 Net income per share-basic $ 4.32 $ 5.79 $ 1.06 Net income per share-diluted $ 4.27 5.67 $ 1.04 Basic net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted income per share is computed using the treasury method by dividing net income by the weighted average number of shares of common stock outstanding during the period, adjusted for the potential dilutive effect of other securities if such securities were converted or exercised and are not anti-dilutive. The following table presents the share-based awards that are not considered in the diluted net income per share calculation generally because the exercise price of the awards was greater than the average per share closing price during the year ending December 31, 2021, 2020 and 2019. In certain instances awards may be anti-dilutive even if the average market price exceeds the exercise price when the sum of the assumed proceeds exceeds the difference between the market price and the exercise price. Year Ended December 31, 2021 2020 2019 Anti-dilutive stock awards 1.0 — $ 0.9 |
Purchase commitments
Purchase commitments | 12 Months Ended |
Dec. 31, 2021 | |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
Purchase commitments | Purchase commitments As of December 31, 2021 the Company has approximately $132.0 million of purchase commitments associated with raw materials and CDMO services that will be purchased in the next 3 years. For the years ended December 31, 2021, 2020, and 2019, the Company purchased $110.7 million, $108.0 million and $51.3 million, respectively, of materials under these commitments. |
Segment information
Segment information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment information | Segment information The Company reports financial information for one reportable segment. This reportable segment engages in business activities based on financial information that is provided to and resources which are allocated by the Chief Operating Decision Maker. The accounting policies of the reportable segment are the same as those described in the summary of significant accounting policies. For years ended December 31, 2021 and 2020, the Company had long-lived assets outside of the United States of approximately $111.9 million and $98.6 million, respectively, which are primarily located within Canada and Switzerland. |
Litigation
Litigation | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | Litigation Securities and Shareholder Litigation On April 20, 2021, May 14, 2021, and June 2, 2021, purported class action lawsuits were filed against the Company and certain of its current and former senior officers in the United States District Court for the District of Maryland on behalf of purchasers of the Company’s common stock, seeking to pursue remedies under the Securities Exchange Act of 1934 (the Exchange Act). These complaints were filed by Plaintiff Palm Tran, Inc. – Amalgamated Transit Union Local 1577 Pension Plan; Plaintiff Alan I. Roth; and Plaintiff Stephen M. Weiss, respectively. The complaints allege, among other things, that the defendants disseminated materially false and misleading information about its capabilities to manufacture COVID-19 vaccine bulk drug substance in violation of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. These cases were consolidated on December 23, 2021, under the caption In re Emergent BioSolutions Inc. Securities Litigation , No. 8:21-cv-00955-PWG. The Lead Plaintiffs in the consolidated matter are Nova Scotia Health Employees’ Pension Plan and The City of Fort Lauderdale Police & Firefighters’ Retirement System. The Lead Plaintiff is to prepare an amended consolidated complaint by March 10, 2022. The defendants believe that the allegations in the complaints are without merit and intend to defend the matters vigorously. Given the uncertainty of litigation, the preliminary stage of the cases, and the legal standards that must be met for, among other things, class certification and success on the merits, the Company cannot reasonably estimate the possible loss or range of loss, if any, that may result from the consolidated action. With respect to the specific legal proceedings and claims described below, unless otherwise noted, the amount or range of possible losses is not reasonably estimable. There can be no assurance that the settlement, resolution, or other outcome of one or more matters, including the matters set forth below, during any subsequent reporting period will not have a material adverse effect on the Company's results of operations or cash flows for that period or on the Company's financial condition. On June 29, 2021, Lincolnshire Police Pension Fund and on August 16, 2021, Pooja Sayal, filed putative stockholder derivative lawsuits in the United States District Court for the District of Maryland on behalf of the Company against certain of its current and former officers and directors for breach of fiduciary duties, waste of corporate assets, and unjust enrichment, each allegation related to the Company’s capabilities to manufacture COVID-19 vaccine bulk drug substance. In addition to monetary damages, the complaints seek the implementation of multiple corporate governance and internal policy changes. On November 16, 2021, both cases were consolidated under the caption In re Emergent BioSolutions Inc. Stockholder Derivative Litigation, Master File No. 8:21-cv-01595-PWG. The defendants believe that the allegations in the complaints are without merit and intend to defend the matter vigorously. On September 15, 2021, September 16, 2021, and November 12, 2021, putative stockholder derivative lawsuits were filed by Chang Kyum Kim, Mark Nevins and Employees Retirement System of the State of Rhode Island, North Collier Fire Control and Rescue District Firefighters Pension Plan, and Pembroke Pines Firefighters & Police Officers Pension Fund in The Court of Chancery of the State of Delaware on behalf of the Company against certain of its current and former officers and directors for breach of fiduciary duties, unjust enrichment and insider trading, each allegation related to the Company’s capabilities to manufacture COVID-19 vaccine bulk drug substance. In addition to monetary damages, the complaints seek the implementation of multiple corporate governance and internal policy changes. On February 2, 2022, the cases were consolidated under the caption In re Emergent BioSolutions, Inc. Derivative Litigation , C.A. No. 2021-0974-MTZ with the institutional investors as co-lead plaintiffs. The defendants believe that the allegations in the complaints are without merit and intend to defend the matters vigorously. On December 3, 2021, December 22, 2021 and January 18, 2022, putative stockholder derivative lawsuits were filed by Zachary Elton, Eric White and Jeffrey Reynolds in the Circuit Court for Montgomery County, Maryland on behalf of the Company against certain of its current and former officers and directors for breach of fiduciary duty, unjust enrichment, waste of corporate assets, failing to maintain internal controls, making or causing to be made false and/or misleading statements and material omissions, insider trading and otherwise violating the laws, each allegation related to the Company’s capabilities to manufacture COVID-19 vaccine bulk drug substance. The complaints seek monetary and punitive damages. The defendants believe that the allegations in the complaints are without merit and intend to defend the matters vigorously. In addition to the above actions, the Company has received preliminary inquiries and subpoenas to produce documents related to these matters from Representative Carolyn Maloney and Representative Jim Clyburn, members of the Oversight Committee and the Select Subcommittee on the Coronavirus Crisis, Senator Murray of the Committee on Health, Education, Labor and Pensions, the Financial Industry Regulatory Authority, the Department of Justice, the SEC, the Maryland Attorney General’s Office, and the New York Attorney General’s Office. The Company is producing and has produced documents as required in response and will continue to cooperate with these government inquiries. Intellectual Property Emergent BioSolutions’ Adapt Pharma subsidiaries (Emergent) are as follows: Emergent Devices Inc. (EBPA), formerly known as Adapt Pharma Inc.; Emergent Operations Ireland Limited (EIRE), formerly known as Adapt Pharma Operations Limited; and Emergent BioSolutions Ireland Limited (EIR2), formerly known as Adapt Pharma Limited. ANDA Litigation - Teva 4mg Emergent BioSolutions’ Adapt Pharma subsidiaries EBPA and EIRE, and Opiant Pharmaceuticals Inc. (Opiant) received notice letters from Teva Pharmaceuticals Industries Limited and Teva Pharmaceuticals USA (collectively, Teva) that Teva had filed an Abbreviated New Drug Application (ANDA) with the FDA seeking regulatory approval to market a generic version of NARCAN® (naloxone HCI) Nasal Spray 4 mg/spray before the expiration of certain patents listed on the FDA’s website for Approved Drug Products with Therapeutic Equivalence Evaluations (Orange Book Listed Patents) for NARCAN. Teva’s notice letters alleged that claims of certain Orange Book Listed Patents for NARCAN were invalid and/or would not be infringed by the activities described in Teva’s ANDA. Emergent and Opiant filed complaints against Teva in the U.S. District Court for the District of New Jersey alleging infringement of certain Orange Book Listed Patents for NARCAN. On June 5, 2020, the U.S. District Court for the District of New Jersey ruled in favor of Teva. Emergent appealed the District of New Jersey’s decision to the Court of Appeals for the Federal Circuit (CAFC). On February 10, 2022, the CAFC issued a decision affirming the District Court’s decision and the Company intends to petition for a rehearing. Emergent filed suit in the Federal Court in Canada against Teva Pharmaceuticals in July 2020. The litigation in Canada related to Teva Pharmaceuticals’ filing of an abbreviated new drug submission (ANDS) in Canada seeking to manufacture and sell a generic form of NARCAN® (naloxone HCI) Nasal Spray ahead of the expiry of the Canadian patent covering NARCAN. In January 2022, Emergent and Teva settled the matter and mutually agreed to discontinue the litigation. ANDA Litigation - Teva 2mg Emergent BioSolutions’ Adapt Pharma subsidiaries EBPA and EIRE, and Opiant received a notice letter from Teva that Teva had filed an ANDA with the FDA seeking regulatory approval to market a generic version of NARCAN® (naloxone HCI) Nasal Spray 2 mg/spray before the expiration of certain Orange Book Listed Patents for the 2 mg/spray dose of NARCAN®. Teva’s notice letter alleged that claims of certain Orange Book Listed Patents for the 2 mg/spray dose of NARCAN® were invalid and/or would not be infringed by the activities described in Teva’s ANDA. Emergent and Opiant filed complaints against Teva in the U.S. District Court for the District of New Jersey alleging infringement of certain Orange Book Listed Patents for the 2 mg/spray dose of NARCAN. This case is currently stayed pending final outcome of the appeal of the NARCAN 4 mg/spray case. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (in millions) Beginning Balance Charged to Costs and Expenses Deductions Ending Balance Year Ended December 31, 2021 Inventory allowance $ 37.6 $ 37.9 $ (32.8) $ 42.7 Prepaid expenses and other current assets allowance 3.9 0.2 (0.4) 3.7 Year Ended December 31, 2020 Inventory allowance $ 17.9 $ 48.0 $ (28.3) $ 37.6 Prepaid expenses and other current assets allowance 4.0 0.5 (0.6) 3.9 Year Ended December 31, 2019 Inventory allowance $ 14.0 $ 23.0 $ (19.1) $ 17.9 Prepaid expenses and other current assets allowance 4.3 — (0.3) 4.0 |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation and consolidation | The accompanying consolidated financial statements include the accounts of Emergent and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. |
Use of estimates | The preparation of financial statements requires management to make estimates, judgments and assumptions that affect reported amounts and disclosures for asset impairments, revenue recognition, allowances for doubtful accounts, inventory, depreciation and amortization, business combinations, contingent consideration, stock-based compensation, income taxes, and other contingencies. Management continually re-evaluates its estimates, judgments and assumptions. These estimates are sometimes complex, sensitive to changes in assumptions and require fair value determinations using Level 3 fair value measurements. Actual results may differ materially from those estimates. |
Cash and cash equivalents and restricted cash | 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. Restricted cash includes cash that is not readily available for use in the Company's operating activities. Restricted cash is primarily comprised of cash pledged under letters of credit. |
Fair value measurements | 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. On a recurring basis, the Company measures and records money market funds (level 1), contingent purchase consideration (level 3) and interest-rate swap arrangements (level 2) using fair value measurements in the accompanying financial statements. The carrying amounts of the Company's short-term financial instruments, which include cash and cash equivalents, accounts receivable and accounts payable and convertible senior notes approximate their fair values due to their short maturities. The carrying amounts of the Company’s long-term variable interest rate debt arrangements (level 2) approximate their fair values. |
Significant customers and accounting receivable | Billed accounts receivable are stated at invoice amounts and consist of amounts due from the USG, commercial CDMO customers, as well as amounts due under reimbursement contracts with other government entities and non-government organizations. The Company's branded and generic opioid overdose reversal product is sold commercially through physician-directed or standing order prescriptions at retail pharmacies, as well as state health departments, law enforcement agencies, state and local community based organizations, substance abuse centers and federal agencies. If necessary, the Company records a reserve for doubtful receivables to allow for 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. Amounts determined to be uncollectible are charged or written-off against the reserve. Unbilled accounts receivable relates to various service contracts for which work has been performed and the Company has a right to bill but invoicing has not yet occurred. Contract assets include revenues recognized in advance of billings and the Company does not have a right to invoice the customer under the terms of the contract. The Company has receivables from contracts containing lease components. At each reporting period, the Company assesses whether it is probable that the Company will collect all future lease payments. The Company considers payment history and current credit status when assessing collectability. The Company does not adjust our receivables for the effects of a significant financing component at contract inception if we expect to collect the receivables in one year or less from the time of sale. |
Concentration Risk | Customers The Company has long-term contracts with the USG that expire at various times from 2022 through 2029. The Company has derived a significant portion of its revenue from sales of ACAM2000 and Anthrax Vaccines under contracts with the USG. The Company's current USG contracts do not necessarily increase the likelihood that it will secure future comparable contracts with the USG. The Company expects that a significant portion of the business will continue to be under government contracts that present a number of risks that are not typically present in the commercial contracting process. USG contracts for ACAM2000 and Anthrax Vaccines are subject to unilateral termination or modification by the government. The Company may fail to achieve significant sales of ACAM2000 and Anthrax Vaccines to customers in addition to the USG, which would harm their growth opportunities. The Company's other product sales, largely Nasal Naloxone Products, are largely sold commercially through physician-directed or standing order prescriptions at retail pharmacies, as well as to state health departments, local law enforcement agencies, community-based organizations, substance abuse centers and other federal agencies. Our CDMO customers are generally third-party pharmaceutical companies. Although the Company seeks to expand its customer base and to renew its agreements with its customers prior to expiration of a contract, a delay in securing a renewal or a failure to secure a renewal or securing a renewal on less favorable terms may have a material adverse effect on the Company’s financial condition and results of operations. The Company’s accounts receivable do not represent a significant concentration of credit risk. The USG accounted for approximately 50%, 64% and 61% of total revenues for 2021, 2020 and 2019, respectively. The Company’s accounts receivable as of December 31, 2021 and 2020, consist primarily of amounts due from the USG or other large multi-national highly reputable customers for product sales, CDMO services or from government agencies under government grants. Management does not deem credit risk to be significant. Financial Institutions Cash and cash equivalents are maintained with several financial institutions. The Company has deposits held with banks that exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions of reputable credit and, therefore, bear minimal credit risk. Lender Counterparties There is lender counterparty risk associated with the Company's revolving credit facility and derivatives instruments. There is risk that the Company’s revolving credit facility investors and derivative counterparties will not be available to fund as obligated. If funding under the revolving credit facility is unavailable, the Company may have to acquire a replacement credit facility from different counterparties at a higher cost or may be unable to find a suitable replacement. The Company seeks to manage risks from its revolving credit facility and derivative |
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. The Company records inventory acquired in business acquisitions utilizing the comparative sales method, which estimates the expected sales price reduced for all costs expected to be incurred to complete/dispose of the inventory with a profit on those costs. |
Property, plant and equipment | Property, plant and equipment are stated at cost less accumulated depreciation and impairments. subject to reviews for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The cost of normal, recurring or periodic repairs and maintenance activities related to property, plant and equipment are expensed as incurred. The cost for planned major maintenance activities, including the related acquisition or construction of assets, is capitalized if the repair will result in future economic benefits. Interest costs incurred during the construction of major capital projects are capitalized until the underlying asset is ready for its intended use, at which point the interest costs are amortized as depreciation expense over the life of the underlying asset. 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. The Company generally depreciates or amortizes the cost of its property, plant and equipment using the straight-line method over the estimated useful lives of the respective assets, which are summarized as follows: Land Not depreciated Buildings 31-39 years Building improvements 10-39 years Furniture and equipment 3-15 years Software 3-7 years 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 determines the fair value of the property, plant and equipment acquired in a business combination utilizing either the cost approach or the sales comparison approach. The cost approach is determined by establishing replacement cost of the asset and then subtracting any value that has been lost due to economic obsolescence, functional obsolescence, or physical deterioration. The sales comparison approach determines an asset is equal to the market price of an asset of comparable features such as design, location, size, construction, materials, use, capacity, specification, operational characteristics and other features or descriptions. |
Income taxes | Income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for using the asset and 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 basis and net operating loss and R&D 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. Valuation allowances are recorded as appropriate to reduce deferred tax assets to the amount considered likely to be realized. Deferred income tax effects of transactions reported in different periods for financial reporting and income tax return purposes are recognized under the asset and liability method of accounting for income taxes. This method gives consideration to the future tax consequences of the deferred income tax items and immediately recognizes changes in income tax laws in the year of enactment. 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 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 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 therein, there are annual limitations on the amount of net operating losses and deductions that are available. The Company has recognized the portion of net operating losses and R&D tax credits acquired that will not be limited and are more likely than not to be realized. 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 from tax benefits ultimately realized. |
Asset impairment analysis | Goodwill and Indefinite-lived Intangible Assets Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets when accounted for using the purchase method of accounting. Goodwill is not amortized, but is reviewed for impairment. Goodwill is allocated to the Company's reporting units, which are components of our business for which discrete cash flow information is available one level below its operating segment. The Company evaluates goodwill and other indefinite-lived intangible assets for impairment annually as of October 1 and earlier if an event or other circumstance indicates that we may not recover the carrying value of the asset. If the Company believes that as a result of its qualitative assessment it is more likely than not that the fair value of a reporting unit or other indefinite-lived intangible asset is greater than its carrying amount, the quantitative impairment test is not required. If however it is determined that it is not more likely than not that the fair value of a reporting unit or other indefinite-lived intangible asset is greater than its carrying amount, a quantitative test is required. The quantitative goodwill impairment test is performed using a one-step process. The process is to compare the fair value of a reporting unit with its carrying amount. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. If the carrying amount of a reporting unit exceeds its fair value, goodwill of the reporting unit is impaired and an impairment loss is recognized in an amount equal to that excess up to the total amount of goodwill included in the reporting unit. When the Company has material indefinite lived intangible assets associated with in-process research and development (IPR&D) a qualitative assessment is performed. If the qualitative assessment indicates that it is not more likely than not that the fair value of the indefinite lived intangible asset exceeds its carrying amount, the Company compares the estimated fair value of the intangible with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Determining fair value requires the exercise of judgment about appropriate discount rates, perpetual growth rates and the amount and timing of expected future cash flows (see Note 7). Long-lived Assets Long-lived assets such as intangible assets and property, plant and equipment are not required to be tested for impairment annually. Instead, they are tested for impairment whenever circumstances indicate that the carrying amount of the asset may not be recoverable, such as when the disposal of such assets is likely or there is an adverse change in the market involving the business employing the related assets. If an impairment analysis is required, the impairment test employed is based on whether the Company’s intent is to hold the asset for continued use or to hold the asset for sale. If the intent is to hold the asset for continued use, the impairment test first requires a comparison of undiscounted future cash flows to the carrying value of the asset. If the carrying value of the asset exceeds the undiscounted cash flows, the asset would not be deemed to be recoverable. Impairment would then be measured as the excess of the asset’s carrying value over its fair value. Fair value is typically determined by discounting the future cash flows associated with that asset. If the intent is to hold the asset for sale and certain other criteria are met, the impairment test involves comparing the asset’s carrying value to its fair value less costs to sell. To the extent the carrying value is greater than the asset’s fair value less costs to sell, an impairment loss is recognized in an amount equal to the difference. Significant judgments used for long-lived asset impairment assessments include identifying the appropriate asset groupings and primary assets within those groupings, determining whether events or circumstances indicate that the carrying amount of the asset may not be recoverable, determining the future cash flows for the assets involved and assumptions applied in determining fair value, which include, reasonable discount rates, growth rates, market risk premiums and other assumptions about the economic environment. |
Contingent consideration | In connection with the Company's acquisitions accounted for as business combinations, the Company records contingent consideration associated with sales-based royalties, sales-based milestones and development and regulatory milestones at fair value. The fair value model used to calculate these obligations 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, sales-based milestones 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 and/or the achievement of development and regulatory milestones. Any future increase or decrease in the fair value of the contingent consideration associated with sales-based royalties and sales-based milestones along with development and regulatory milestones are based on an assessment of the likelihood that the underlying net sales or milestones will be achieved.The associated payments which will become due and payable for sales-based royalties and milestones result in a charge to cost of product sales 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 and sales-based milestones will result in a reduction in cost of product sales. The changes in fair value for potential future sales-based royalties associated with product candidates in development will result in a charge to cost of product sales in the period in which the increase is determined. |
Leases | The Company has operating leases for corporate offices, R&D facilities and manufacturing facilities. The Company determines if an arrangement is a lease at inception. Operating leases with future minimum lease payments in excess of 12 months and total lease payments greater than $0.1 million are included in right-of-use (ROU) assets and liabilities. The Company has elected to record expense on a cash basis for leases with minimum lease payments of 12 months or less and/or total lease payments less $0.1 million. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses an implicit rate when readily determinable. At the beginning of a lease, the operating lease ROU asset also includes any concentrated lease payments expected to be paid and excludes lease incentives. The Company's lease ROU asset may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for separately. |
Revenue recognition | The Company recognizes revenue when the Company's customers obtain control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services by analyzing the following five steps: (1) identify the contract with a customer(s); (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. Multiple performance obligations At contract inception, the Company assesses the products or services promised in a contract and identifies a performance obligation for each promise to transfer to the customer a product or service that is distinct, including evaluating whether the contract includes a customer option for additional goods or services which could represent a material right. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer and is the unit of account under ASC 606. Contracts sometimes include more than one product, a lease, or options for customers to purchase additional products or services in the future for free or at a discount, which gives rise to separate performance obligations. For contracts with multiple performance obligations, the Company allocates the contract price to each performance obligation on a relative standalone selling price basis using the Company’s best estimate of the standalone selling price of each distinct product or service in the contract. The primary method used to estimate standalone selling price is the price observed in standalone sales to customers, however when prices in standalone sales are not available the Company may use third-party pricing for similar products or services or estimate the standalone selling price. Allocation of the transaction price is determined at the contracts’ inception. Transaction price and variable consideration Once the performance obligations in the contract have been identified, the Company estimates the transaction price of the contract. The estimate includes amounts that are fixed as well as those that can vary based on expected outcomes of the activities or contractual terms. The Company's variable consideration includes net profit received from sales of the Company's generic Nasal naloxone product, certain products sold on a net basis, cost-plus-fee contract terms and consideration transferred under its development contracts as consideration received can vary based on developmental progression of the product candidate. When a contract's transaction price includes variable consideration, the Company evaluates the variable consideration to determine whether the estimate needs to be constrained; therefore, the Company includes the variable consideration in the transaction price only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration estimates are updated at each reporting date. There were no significant constraints or material changes to the Company's variable consideration estimates as of or during the twelve months ended December 31, 2021. Product sales For our product sales, we recognize revenue at a point in time when the Company’s performance obligations have been satisfied and control of the products transfer to the customer. To indicate the transfer of control the Company will have a present right to payment, legal title must have passed to the customer, and the customer must have the significant risks and rewards of ownership. This point in time depends on several factors, including delivery, transfer of legal title, transition of risk and rewards of the product to the customer and the Company's right to payment. The Company's contracts for the sale of the Company's Government - MCM products include certain acceptance criteria before title passes to the customer. The primary customer for the Company's Government - MCM products and the primary source of funding for the development of its MCM product candidate portfolio is the USG. The USG contracts for the sale of the Company's Government - MCM products are normally multi-year contracts with annual options. For the Company’s commercial products, upon transfer of control of the goods the Company reflects estimates of the consideration that the Company expects. Prior to recognizing revenue, the Company makes estimates of the transaction price, including variable consideration that is subject to a constraint. Estimates of variable consideration include allowances for returns, specialty distributor fees, wholesaler fees, prompt payment discounts, government rebates, chargebacks and rebates under managed care plans. Revenue is recognized to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with such variable consideration is subsequently resolved. Provisions for variable consideration revenues from sales of products are recorded at the net sales price. Calculating certain of these provisions involves estimates and judgments and the Company determines their expected value based on sales or invoice data, contractual terms, historical utilization rates, new information regarding changes in these programs’ regulations and guidelines that would impact the amount of the actual rebates, the Company's expectations regarding future utilization rates for these programs and channel inventory data. These provisions reflect the Company's best estimate of the amount of consideration to which the Company is entitled based on the terms of the contract. The Company reassesses the Company's provisions for variable consideration at each reporting date. CDMO services The Company performs CDMO services for third parties. Under these contracts, activities can include drug substance and drug product manufacturing services for injectable and other sterile products, and development services such as pharmaceutical product process development, process design, technology transfer, manufacturing validations, laboratory analytical development support, aseptic filling, lyophilization, final packaging, stability studies, and suite-reservations. These contracts vary in duration, activities, and number of performance obligations. Performance obligations identified under these arrangements may include drug substance and/or drug product manufacturing, technology transfer activities, and suite-reservations. Drug substance, drug product manufacturing, development services and technology transfer performance obligations are recognized as revenue over-time because the Company’s performance does not create an asset with an alternative use and the Company has an enforceable right to payment for performance completed as work is performed. In drug product arrangements, the customer typically owns and supplies the active pharmaceutical ingredient (API), that is used in the manufacturing process; in drug substance arrangements, the customer provides certain seed material that is used in the manufacturing process. The transaction price generally contains both a fixed and variable component. The fixed component is stated in the agreement as a fixed price per unit with no contractual provision for a refund or price concession and the variable component generally results from pass-through costs that are billed at cost-plus over the life of the contract. The Company uses an input method to measure progress toward the satisfaction of the related performance obligations based on costs incurred as a percentage of total costs to complete which the Company believes best depicts the transfer of control of goods or services promised to its customers. Suite reservations are classified as leases when the customer directs the use of the identified suite and obtains substantially all the economic benefits from the manufacturing capacity. If a customer reserves more than one suite, the allocation of contract value is based on relative selling price which varies due to size, location, capacity, production capability for drug product or drug substance, and the time of planned use. The associated revenue is recognized on a straight-line basis over the period of performance. For arrangements that contain both lease and non-lease components, consideration in the contract is allocated on a relative standalone selling price basis. The Company’s CDMO customer contracts generally include provisions entitling the Company to a termination penalty when the contract is terminated prior to the contract’s nominal end date. The termination penalties in the customer contracts vary but are generally considered substantive for accounting purposes and create enforceable rights and obligations throughout the stated duration of the contract. The Company accounts for a contract cancellation as a contract modification. The determination of the contract termination penalty is based on the terms stated in the related customer agreement. As of the modification date, the Company updates its estimate of the transaction price, subject to constraints, and recognizes the amount over the remaining performance period or measure of progress under the arrangement. For contracts that contain lease components, the Company assesses the collectability of the lease payments. If the collectability of the lease payments is probable, the Company recognizes lease income over the term of the lease on a straight-line basis. If collectability is not deemed probable at any time during the term of the lease, the Company’s lease income is limited to the lesser of (i) the lease payments that have been collected from the lessee, or the straight-line recognition of the contract value. If the collectability assessment changes to probable after the Company has determined collectability is not deemed probable, any difference between the lease income that would have been recognized if collectability had always been assessed as probable and the lease income recognized to date is recognized as a current-period adjustment to lease income. Changes to the collectability of operating leases are recorded as adjustments to lease income in the consolidated statements of operations in the period that they occur. Contracts and grants |
Research and development | The Company expenses R&D costs as incurred. The Company's R&D expenses consist primarily of: ▪ personnel-related expenses; ▪ fees to professional service providers for, among other things, analytical testing, independent monitoring or other administration of the Company's clinical trials and obtaining and evaluating data from the Company's clinical trials and non-clinical studies; ▪ costs of CDMO services for clinical trial material; and ▪ costs of materials used in clinical trials and R&D. |
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 as well as gains and losses on its pension benefit obligation and derivative instruments. |
Translation of Foreign Currencies | For our non-U.S. subsidiaries that transact in a functional currency other than the U.S. dollar, assets and liabilities are translated at current rates of exchange at the balance sheet date. Income and expense items are translated at the average foreign currency exchange rates for the period. Adjustments resulting from the translation of the financial statements of our foreign operations into U.S. dollars are excluded from the determination of net income and are recorded in accumulated other comprehensive income, a separate component of equity. For subsidiaries where the functional currency of the assets and liabilities differ from the local currency, non-monetary assets and liabilities are translated at the rate of exchange in effect on the date assets were acquired while monetary assets and liabilities are translated at current rates of exchange as of the balance sheet date. Income and expense items are translated at the average foreign currency rates for the period. Translation adjustments of these subsidiaries are included in other income (expense), net in our consolidated statements of income. |
Earnings per share | Basic net income per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted income per common share is computed using the treasury method by dividing net income by the weighted average number of shares of common stock outstanding during the period, adjusted for the potential dilutive effect of other securities if such securities were converted or exercised and are not anti-dilutive. |
Treasury Stock | When stock is acquired for purposes other than formal or constructive retirement, the purchase price of the acquired stock is recorded in a separate treasury stock account, which is separately reported as a reduction of equity. When stock is retired or purchased for formal or constructive retirement, the purchase price is initially recorded as a reduction to the par value of the shares repurchased, with any excess purchase price over par value recorded as a reduction to additional paid-in capital related to the series of shares repurchased and any remainder excess purchase price recorded as a reduction to retained earnings. If the purchase price exceeds the amounts allocated to par value and additional paid-in capital related to the series of shares repurchased and retained earnings, the remainder is allocated to additional paid-in capital related to other series of shares. To determine the cost of treasury stock that is either sold or reissued, the Company uses the last in, first out method. If the proceeds from the re-issuance of treasury stock are greater than the cost, the excess is recorded as additional paid-in capital. If the proceeds from re-issuance of treasury stock are less than the cost, the excess cost first reduces any additional paid-in capital arising from previous treasury stock transactions for that class of stock, and any additional excess is recorded as a reduction of retained earnings. |
Accounting for stock-based compensation | The Company has one stock-based employee compensation plan, the Emergent BioSolutions Inc. Stock Incentive Plan (the Emergent Plan), under which the Company may grant various types of equity awards including stock options, restricted stock units and performance stock units. The terms and conditions of equity awards (such as price, vesting schedule, term and number of shares) under the Emergent Plan is determined by the compensation committee of the Company's board of directors, which administers the Emergent Plan. Each equity award granted under the Emergent Plan vests as specified in the relevant agreement with the award recipient and no option can be exercised after seven years from the date of grant. The Company records the estimated fair value of awards in expense on a straight-line basis over the requisite service period, which is generally the vesting period. Where awards are made with non-substantive vesting periods (for instance, where a portion of the award vests upon retirement eligibility), the Company estimates and recognizes expense based on the period from the grant date to the date the employee becomes retirement eligible. 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's performance stock units settle in the Company's stock. The fair value is determined on the date of the grant using the number of shares expected to be earned and the ending market value of the stock on the day prior to the grant date. The number of shares expected to vest is determined by assessing the probability that the performance criteria will be met and the associated targeted payout level that is forecasted will be achieved. The Company utilizes the Black-Scholes valuation model for estimating the fair value of all stock options granted. Set forth below is a discussion of the Company's methodology for developing each of the assumptions used: ▪ 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 option exercise behavior subsequent to vesting of options. |
Pension plans | The Company maintains defined benefit plans for employees in certain countries outside the U.S., including retirement benefit plans required by applicable local law. The plans are valued by independent actuaries using the projected unit credit method. The liabilities correspond to the projected benefit obligations of which the discounted net present value is calculated based on years of employment, expected salary increase, and pension adjustments. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends. Actuarial gains and losses are deferred in accumulated other comprehensive income, net of tax and are amortized over the remaining service attribution periods of the employees under the corridor method. Differences between the expected long-term return on plan assets and the actual annual return are amortized to net periodic benefit cost over the estimated remaining life as a component of selling, general and administrative expenses in the consolidated statements of operations. |
Derivative Instruments and Hedging Activities | The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company has entered into interest rate swaps to manage exposures that arise from the Company's senior secured credit agreement's payments of variable interest rate debt. The Company's interest rate swaps qualify for hedge accounting as cash flow hedges. All derivatives are recorded on the balance sheet at fair value. Hedge accounting provides for the matching of the timing of gain or loss recognition on these interest rate swaps with the recognition of the changes in interest expense on the Company's variable rate debt. For derivatives designated as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. The cash flows from the designated interest rate swaps are classified as a component of operating cash flows, similar to interest expense. |
Reclassifications | In addition, during the year ended December 31, 2021, the Company revised its presentation on the consolidated statement of operations to separately present (i) lease revenue as opposed to combining with CDMO services revenues and (ii) cost of CDMO services as opposed to combining with cost of product sales. As the Company's lease revenue is solely associated with CDMO services and is substantially related to one arrangement which ended in 2021, the Company has combined the costs of CDMO services and leases on the consolidated statement of operations. All associated prior period amounts have been reclassified to conform to the current period presentation. |
Recently issued accounting standards | Recently Adopted ASU 2019-12, Simplifications to Accounting for Income Taxes (ASU 2019-12) In December 2019, the FASB issued ASU 2019-12. ASU 2019-12 removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including deferred taxes for goodwill and allocating taxes for members of a consolidated group. ASU 2019-12 is effective for all entities for fiscal years beginning after December 15, 2020, and earlier adoption is permitted. As of January 1, 2021, the Company adopted the standard, which did not have a material impact on the Company's consolidated financial statements. Not Yet Adopted ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Property, Plant and Equipment Useful Lives | The Company generally depreciates or amortizes the cost of its property, plant and equipment using the straight-line method over the estimated useful lives of the respective assets, which are summarized as follows: Land Not depreciated Buildings 31-39 years Building improvements 10-39 years Furniture and equipment 3-15 years Software 3-7 years Leasehold improvements Lesser of the asset life or lease term Property, plant and equipment, net consists of the following: December 31, (in millions) 2021 2020 Land and improvements $ 52.1 $ 52.7 Buildings, building improvements and leasehold improvements 269.7 246.3 Furniture and equipment 513.5 362.1 Software 60.7 58.7 Construction-in-progress 223.2 183.4 1,119.2 903.2 Less: Accumulated depreciation and amortization (319.1) (259.1) Total property, plant and equipment, net $ 800.1 $ 644.1 |
Schedule of Error Corrections and Prior Period Adjustments | These out-of-period adjustments in the current consolidated statements of operations are as follows: (in millions) Year Ended December 31, 2021 Contract development and manufacturing revenue: Services $ 28.8 Leases (5.5) Total contract development and manufacturing revenue 23.3 Cost of CDMO 16.2 Income before income taxes 7.1 Net income $ 5.3 |
Revenue recognition (Tables)
Revenue recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | For the years ended December 31, 2021, 2020, and 2019, the Company's revenues disaggregated by the major sources were as follows: (in millions) Year Ended December 31, 2021 2020 2019 U.S Government Non-U.S. Government Total U.S Government Non-U.S. Government Total U.S Government Non-U.S. Government Total Product sales $ 530.0 $ 493.9 $ 1,023.9 $ 626.0 $ 363.8 $ 989.8 $ 568.8 $ 334.7 $ 903.5 CDMO: Services — 334.9 334.9 — 166.7 166.7 — 80.0 80.0 Leases 237.6 62.1 299.7 253.3 30.5 283.8 — — — Total CDMO 237.6 397.0 634.6 253.3 197.2 450.5 — 80.0 80.0 Contracts and grants 130.2 4.0 134.2 109.2 5.9 115.1 105.9 16.6 122.5 Total revenues $ 897.8 $ 894.9 $ 1,792.7 $ 988.5 $ 566.9 $ 1,555.4 $ 674.7 $ 431.3 $ 1,106.0 |
Schedules of Concentration of Risk, by Risk Factor | he Company's product sales from Anthrax Vaccines, ACAM2000, Nasal Naloxone products and Other products as a percentage of total product sales were as follows: 2021 2020 2019 % of product sales: Anthrax vaccines 25 % 38 % 19 % Nasal naloxone products 43 % 31 % 31 % ACAM2000 20 % 20 % 27 % Other products 12 % 11 % 23 % |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | The Company has allocated contracted operating lease revenues due under our long-term CDMO service arrangements as follows: (in millions) Year Ended December 31, 2022 45.8 2023 50.7 2024 11.5 $ 108.0 |
Summary of Deferred Revenue Contract Liabilities | The following table presents the roll forward of the contract liabilities: (in millions) December 31, 2019 $ 88.9 Deferral of revenue 146.2 Revenue recognized (135.0) Balance at December 31, 2020 100.1 Deferral of revenue 279.7 Revenue recognized (363.4) Balance at December 31, 2021 $ 16.4 |
Schedule of Accounts Receivable, Net | Accounts receivable including unbilled accounts receivable contract assets consist of the following: December 31, (in millions) 2021 2020 Billed, net $ 224.9 $ 172.7 Unbilled 49.8 58.2 Total, net $ 274.7 $ 230.9 |
Fair value measurements (Tables
Fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | The table below presents information about our assets and liabilities that are regularly measured and carried at fair value and indicate the level within the fair value hierarchy of the valuation techniques we utilized to determine fair value: December 31, 2021 December 31, 2020 (In millions) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Money market accounts $ 152.4 $ 152.4 $ — $ — $ 352.2 $ 352.2 $ — $ — Time deposits 200.0 — 200.0 — — — — — Total $ 352.4 $ 152.4 $ 200.0 $ — $ 352.2 $ 352.2 $ — $ — Liabilities: Contingent consideration $ 37.2 $ — $ — $ 37.2 $ 58.1 $ — $ — $ 58.1 Derivative instruments 6.1 — 6.1 — 15.0 — 15.0 — Total $ 43.3 $ — $ 6.1 $ 37.2 $ 73.1 $ — $ 15.0 $ 58.1 |
Summary of Reconciliation of Contingent Consideration Liabilities Measured at Fair Value | The following table is a reconciliation of the beginning and ending balance of the contingent consideration liabilities measured at fair value during the years ended December 31, 2021 and 2020. (in millions) Balance at December 31, 2019 $ 29.2 Expense included in earnings 31.7 Settlements (2.8) Balance at December 31, 2020 $ 58.1 Expense included in earnings 2.9 Settlements (23.8) Balance at December 31, 2021 $ 37.2 |
Fair Value Measurement Inputs and Valuation Techniques | The recurring Level 3 fair value measurements for the Company's contingent consideration liability include the following significant unobservable inputs: Contingent Consideration Liability Fair Value as of December 31, 2021 Valuation Technique Unobservable Input Range Weighted Average Revenue milestone and royalty based $37.2 million Discounted cash flow Discount rate —% - 7.4% 1.5% Probability of payment 25.0% - 100.0% 87.0% Projected year of payment 2022 - 2028 2022 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: December 31, (in millions) 2021 2020 Raw materials and supplies $ 217.5 $ 160.6 Work-in-process 95.8 102.5 Finished goods 37.5 43.9 Total inventories $ 350.8 $ 307.0 |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant and Equipment Income Statement Disclosures [Abstract] | |
Schedule of Property, Plant and Equipment | The Company generally depreciates or amortizes the cost of its property, plant and equipment using the straight-line method over the estimated useful lives of the respective assets, which are summarized as follows: Land Not depreciated Buildings 31-39 years Building improvements 10-39 years Furniture and equipment 3-15 years Software 3-7 years Leasehold improvements Lesser of the asset life or lease term Property, plant and equipment, net consists of the following: December 31, (in millions) 2021 2020 Land and improvements $ 52.1 $ 52.7 Buildings, building improvements and leasehold improvements 269.7 246.3 Furniture and equipment 513.5 362.1 Software 60.7 58.7 Construction-in-progress 223.2 183.4 1,119.2 903.2 Less: Accumulated depreciation and amortization (319.1) (259.1) Total property, plant and equipment, net $ 800.1 $ 644.1 |
Intangible assets and goodwill
Intangible assets and goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The Company's intangible assets consist of products acquired via business combinations or asset acquisitions. Components of the Company’s intangible assets, excluding IPR&D and goodwill, consisted of the following: December 31, 2021 (in millions) Estimated Life Cost Accumulated Amortization Net Products 9-22 years $ 798.0 $ 193.5 $ 604.5 Customer relationships 8 years 28.6 28.6 — CDMO 8 years 5.5 5.4 0.1 Total intangible assets $ 832.1 $ 227.5 $ 604.6 December 31, 2020 (in millions) Estimated Life Cost Accumulated Amortization Net Products 9-22 years $ 798.0 $ 137.8 $ 660.2 Customer relationships 8 years 28.6 26.5 2.1 CDMO 8 years 5.5 4.7 0.8 Total intangible assets $ 832.1 $ 169.0 $ 663.1 |
Summary of Future Amortization Expense | Future amortization expense as of December 31, 2021 is as follows: (in millions) 2022 $ 55.9 2023 55.8 2024 55.8 2025 55.8 2026 and beyond 381.3 Total remaining amortization $ 604.6 |
Summary of Goodwill | The following table is a summary of changes in goodwill: Year ended December 31, (in millions) 2021 2020 Balance at beginning of the year $ 266.7 $ 266.6 Goodwill impairment (1) (41.7) — Foreign currency translation (0.1) 0.1 Balance at end of the year $ 224.9 $ 266.7 |
Long-term debt (Tables)
Long-term debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The components of debt are as follows: December 31, (in millions) 2021 2020 Senior secured credit agreement - Term loan due 2023 $ 396.6 $ 421.9 Senior secured credit agreement - Revolver loan due 2023 — — 3.875% Senior Unsecured Notes due 2028 450.0 450.0 2.875% Convertible Senior Notes due 2021 — 10.6 Other 3.0 3.0 Total debt $ 849.6 $ 885.5 Current portion of debt, net of debt issuance costs (31.6) (33.8) Unamortized debt issuance costs (8.5) (10.7) Debt, net of current portion $ 809.4 $ 841.0 |
Summary of Future Debt Payments of Long-Term Indebtedness | Future debt payments of long-term indebtedness are as follows: (in millions) December 31, 2021 2022 $ 33.8 2023 363.6 2024 0.2 2025 — 2026 and thereafter 452.0 Total debt $ 849.6 |
Derivative Instruments and he_2
Derivative Instruments and hedging activities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | As of December 31, 2021, the Company had the following outstanding interest rate swap derivatives that were designated as cash flow hedges of interest rate risk: (in millions, except number of instruments) Number of Instruments Notional amount Interest Rate Swaps 7 $350.0 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The table below presents the fair value of the Company’s derivative financial instruments designated as hedges as well as their classification on the balance sheet. Liability Derivatives December 31, 2021 December 31, 2020 (in millions) Balance Sheet Location Fair Value Balance Sheet Location Fair Value Interest Rate Swaps Other Current Liabilities $ 4.5 Other Current Liabilities $ 5.7 Other Liabilities $ 1.6 Other Liabilities $ 9.3 |
Derivative Instruments, Gain (Loss) | The table below presents the effect of cash flow hedge accounting on accumulated other comprehensive income. (in millions) Cumulative Amount of Gain/(Loss) Recognized in OCI on Derivative Location of Gain or (Loss) Reclassified from Accumulated OCI into Income Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020 Interest Rate Swaps $ (6.1) $ (15.0) Interest expense $ (5.8) $ (3.9) |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Payment Award, Valuation Assumptions, Stock Options Granted | 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: Year Ended December 31, 2021 2020 2019 Expected dividend yield 0 % 0 % 0 % Expected volatility 47-48% 39-48% 37-39% Risk-free interest rate 0.43-0.94% 0.27-1.42% 1.57-2.48% Expected average life of options 4.5 years 4.5 years 4.5 years |
Summary of Stock Option Award Activity | The following is a summary of stock option award activity under the Emergent Plan: (in millions, except per share data) Number of Shares Weighted-Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2020 1.3 $ 49.07 $ 53.4 Granted 0.3 89.47 Exercised (0.3) 35.91 Forfeited (0.1) 71.77 Outstanding at December 31, 2021 1.2 $ 60.83 $ 3.0 Exercisable at December 31, 2021 0.6 $ 47.28 $ 3.0 |
Summary of Performance Stock and Restricted Stock Unit Award Activity | The following is a summary of performance stock and restricted stock unit award activity under the Emergent Plan. (in millions, except per share data) Number of Shares Weighted-Average Grant Price Aggregate Intrinsic Value Outstanding at December 31, 2020 1.1 $ 63.30 $ 96.3 Granted 0.7 76.72 Vested (0.5) 61.76 Forfeited (0.2) 74.42 Outstanding at December 31, 2021 1.1 $ 70.82 $ 47.6 |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense was recorded in the following financial statement line items: Year Ended December 31, (in millions) 2021 2020 2019 Cost of product sales $ 6.4 $ 8.9 $ 2.3 Cost of CDMO services 1.1 3.5 0.8 Research and development 5.0 8.4 4.0 Selling, general and administrative 29.9 30.2 19.6 Total stock-based compensation expense $ 42.4 $ 51.0 $ 26.7 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table includes changes in accumulated other comprehensive (loss) income by component, net of tax: Defined Benefit Pension Plan Derivative Instruments Foreign Currency Translation Losses Total (in millions) Balance, December 31, 2019 $ (3.4) $ (1.6) $ (4.9) $ (9.9) Other comprehensive (loss) income before reclassifications (4.3) (13.3) (1.7) (19.3) Amounts reclassified from accumulated other comprehensive income — 3.9 — 3.9 Net current period other comprehensive income (loss) (4.3) (9.4) (1.7) (15.4) Balance, December 31, 2020 $ (7.7) $ (11.0) $ (6.6) (25.3) Other comprehensive (loss) income before reclassifications 4.3 0.7 (1.0) 4.0 Amounts reclassified from accumulated other comprehensive income (0.6) 5.8 — 5.2 Net current period other comprehensive income (loss) 3.7 6.5 (1.0) 9.2 Balance, December 31, 2021 $ (4.0) $ (4.5) $ (7.6) $ (16.1) |
Comprehensive Income (Loss) | The following table presents the tax effects related to each component of accumulated other comprehensive (loss) income: December 31, 2021 December 31, 2020 December 31, 2019 (in millions) Pretax Tax Benefit (Expense) Net-of-tax Pretax Tax Benefit (Expense) Net-of-tax Pretax Tax Benefit (Expense) Net-of-tax Defined Benefit Pension Plan 4.3 (0.6) 3.7 (5.0) 0.7 (4.3) (3.7) 0.5 (3.2) Derivative Instruments 8.9 (2.4) 6.5 (13.0) 3.6 (9.4) (2.0) 0.4 (1.6) Foreign Currency Translation Losses (1.2) 0.2 (1.0) (1.8) 0.1 (1.7) 0.4 — 0.4 Total Adjustments $ 12.0 $ (2.8) $ 9.2 $ (19.8) $ 4.4 $ (15.4) $ (5.3) $ 0.9 $ (4.4) |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Significant Components of the Provisions for Income Taxes Attributable to Operations | Significant components of income taxes attributable to operations consist of the following: December 31, (in millions) 2021 2020 2019 Current Federal $ (3.7) $ 62.8 $ 1.4 State 14.9 27.7 11.6 International 28.4 14.0 11.0 Total current 39.6 104.5 24.0 Deferred Federal 38.0 1.1 1.9 State 4.3 — 1.1 International 1.6 (3.5) (4.1) Total deferred 43.9 (2.4) (1.1) Total income taxes $ 83.5 $ 102.1 $ 22.9 |
Schedule of Deferred Tax Assets and Liabilities | The Company's net deferred tax asset (liability) consists of the following: December 31, (in millions) 2021 2020 Federal losses carryforward $ 7.6 $ 8.1 State losses carryforward 3.3 3.1 Research and development carryforward 9.5 7.5 State research and development carryforward 5.0 5.0 Scientific research and experimental development credit carryforward 2.1 8.4 Stock compensation 8.9 8.6 Foreign losses carryforward 10.2 36.9 Deferred revenue 0.4 26.2 Inventory reserves 2.9 1.7 Lease liability 6.5 8.2 IRC 263A capitalized costs 3.9 2.3 Other 5.6 8.5 Deferred tax asset 65.9 124.5 Valuation allowance (25.0) (51.1) Net deferred tax asset 40.9 73.4 Fixed assets (75.1) (54.6) Intangible assets (47.6) (50.4) Right-of-use asset (6.1) (7.7) Other (2.8) (4.5) Deferred tax liability (131.6) (117.2) Net deferred tax liability $ (90.7) $ (43.8) |
Reconciliation of Income Before the Provision for Income Taxes | Income taxes differ from the amount of taxes determined by applying the U.S. federal statutory rate to income before taxes as a result of the following: December 31, (in millions) 2021 2020 2019 US $ 112.0 $ 362.0 $ 63.9 International 202.4 45.2 13.5 Earnings before taxes on income 314.4 407.2 77.4 Federal tax at statutory rates $ 65.8 $ 85.5 $ 16.3 State taxes, net of federal benefit 16.1 23.2 10.3 Impact of foreign operations (16.8) (7.8) (6.9) Change in valuation allowance 4.3 1.5 (1.0) Tax credits (4.7) (7.6) (3.6) Stock compensation (4.9) (7.9) (2.4) Impairments 8.3 — — Return to provision true-ups 0.8 (0.7) (2.3) Transaction costs 0.3 6.0 4.7 Compensation limitation 2.9 2.2 1.3 FIN 48 0.3 (0.3) 1.1 GILTI, net 11.4 5.4 3.6 Permanent differences (0.3) 2.6 1.8 Income taxes $ 83.5 $ 102.1 $ 22.9 |
Schedule of Unrecognized Tax Benefits Activity | The table below presents the gross unrecognized tax benefits activity for 2021, 2020 and 2019: (in millions) Gross unrecognized tax benefits at December 31, 2018 $ 8.8 Increases for tax positions for prior years 0.5 Increases for tax positions for current year 1.5 Settlements (0.4) Gross unrecognized tax benefits at December 31, 2019 $ 10.4 Increases for tax positions for prior years — Increases for tax positions for current year 0.6 Settlements (1.8) Gross unrecognized tax benefits at December 31, 2020 $ 9.2 Increases for tax positions for prior years 0.4 Increases for tax positions for current year 0.2 Gross unrecognized tax benefits at December 31, 2021 $ 9.8 |
Defined benefit and 401(k) sa_2
Defined benefit and 401(k) savings plan (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Summary of Funded Status of the Swiss Plan | The funded status of the Swiss Plan is as follows: (in millions) December 31, 2021 December 31, 2020 Fair value of plan assets, beginning of year $ 27.6 $ 20.6 Employer contributions 1.4 1.4 Employee contributions 0.9 0.8 Net benefits received (paid) 0.5 6.8 Actual return on plan assets (0.1) 0.3 Settlements — (4.5) Currency impact (1.0) 2.2 Fair value of plan assets, end of year $ 29.3 $ 27.6 Projected benefit obligation, beginning of year $ 49.2 $ 35.2 Service cost 2.4 1.9 Interest Cost — 0.1 Employee contributions 0.9 0.8 Actuarial (gain) loss (4.6) 5.0 Net benefits received (paid) 0.5 6.8 Settlements — (4.5) Currency impact (1.6) 3.9 Projected benefit obligation, end of year $ 46.8 $ 49.2 Funded status, end of year $ (17.5) $ (21.6) Accumulated benefit obligation, end of year $ 41.8 $ 43.0 |
Components of Net Periodic Pension Cost | Components of net periodic pension cost incurred during the year are as follows: (in millions) December 31, 2021 December 31, 2020 December 31, 2019 Service cost $ 2.4 $ 1.9 $ 1.3 Interest cost — 0.1 0.2 Expected return on plan assets (0.8) (0.6) (0.5) Amortization of loss 0.6 0.2 — Amortization of prior service cost (0.2) (0.2) — Settlements — 1.0 0.5 Net periodic benefit cost $ 2.0 $ 2.4 $ 1.5 |
Schedule of Weighted Average Assumptions | The weighted average assumptions used to calculate the projected benefit obligations are as follows: December 31, 2021 December 31, 2020 Discount rate 0.30 % 0.02 % Expected rate of return 3.0 % 3.0 % Rate of future compensation increases 1.4 % 1.4 % |
Schedule of Accumulated Other Comprehensive Loss Before Income Tax | The following table presents losses recognized in accumulated other comprehensive (income) loss before income tax related to the Company’s defined benefit pension plans: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Net actuarial (gain) loss $ 5.9 $ 9.9 Prior service cost (1.3) (1.0) Total recognized in accumulated other comprehensive (income) loss $ 4.6 $ 8.9 |
Schedule of Expected Future Benefits Payments | Future benefits expected to be paid as of December 31, 2021 are as follows: (In millions) December 31, 2022 $ 2.2 2023 1.7 2024 1.7 2025 1.8 2026 1.8 Thereafter 37.6 Total $ 46.8 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Summary of Lease Expense Cost | The components of lease expense were as follows: Year Ended December 31, (In millions) 2021 2020 2019 Operating lease cost: Amortization of right-of-use assets $ 5.6 $ 4.5 $ 2.7 Interest on lease liabilities 1.3 1.1 0.6 Total operating lease cost $ 6.9 $ 5.6 $ 3.3 |
Schedule of Leases Supplemental Balance Sheets | Supplemental balance sheet information related to leases was as follows: Year Ended December 31, (In millions, except lease term and discount rate) Balance Sheet Location 2021 2020 Operating lease right-of-use assets Other assets $ 28.3 $ 31.0 Operating lease liabilities, current portion Other current liabilities 5.8 5.4 Operating lease liabilities Other liabilities 24.2 27.8 Total operating lease liabilities $ 30.0 $ 33.2 Operating leases: Weighted average remaining lease term (years) 7.0 7.7 Weighted average discount rate 4.1 % 4.1 % |
Lessee, Operating Lease, Liability, Maturity | Lease maturities as of December 31, 2021, are as follows: (in millions) Operating leases 2022 $ 6.9 2023 6.9 2024 4.7 2025 3.1 2026 2.7 Thereafter 10.4 Total undiscounted lease liabilities 34.7 Less: Imputed interest (4.7) Total Lease liabilities $ 30.0 |
Earnings per share (Tables)
Earnings per share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Net Income Per Share, Basic and Diluted | The following table presents the calculation of basic and diluted net income per share: Year Ended December 31, (in millions, except per share data) 2021 2020 2019 Numerator: Net income $ 230.9 $ 305.1 $ 54.5 Denominator: Weighted-average number of shares-basic 53.5 52.7 51.5 Dilutive effect of employee incentive plans 0.6 1.1 0.9 Weighted-average number of shares-diluted 54.1 53.8 52.4 Net income per share-basic $ 4.32 $ 5.79 $ 1.06 Net income per share-diluted $ 4.27 5.67 $ 1.04 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the share-based awards that are not considered in the diluted net income per share calculation generally because the exercise price of the awards was greater than the average per share closing price during the year ending December 31, 2021, 2020 and 2019. In certain instances awards may be anti-dilutive even if the average market price exceeds the exercise price when the sum of the assumed proceeds exceeds the difference between the market price and the exercise price. Year Ended December 31, 2021 2020 2019 Anti-dilutive stock awards 1.0 — $ 0.9 |
Nature of the business and or_2
Nature of the business and organization (Details) | 12 Months Ended |
Dec. 31, 2021categorysegmentproductCandidateproduct | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of categories of public health threats | category | 5 |
Number of revenue generating products | product | 11 |
Number of product candidates | productCandidate | 1 |
Number of operating segments | segment | 1 |
Summary of significant accoun_4
Summary of significant accounting policies - Concentration Risk (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer | Customer Concentration Risk | USG | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 50.00% | 64.00% | 61.00% |
Summary of significant accoun_5
Summary of significant accounting policies - Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 31 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 39 years |
Building improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Building improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 39 years |
Furniture and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Furniture and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Summary of significant accoun_6
Summary of significant accounting policies - Accounting for Stock-based Compensation (Details) | 12 Months Ended |
Dec. 31, 2021plan | |
Accounting Policies [Abstract] | |
Number of stock based employee compensation plans | 1 |
Contractual life of awards | 7 years |
Summary of significant accoun_7
Summary of significant accounting policies - Schedule of Error Corrections and Prior Period Adjustments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Income before income taxes | $ 314.4 | $ 407.2 | $ 77.4 |
Net income | 230.9 | 305.1 | 54.5 |
Revision of Prior Period, Adjustment | |||
Disaggregation of Revenue [Line Items] | |||
Income before income taxes | 7.1 | ||
Net income | 5.3 | ||
Services | |||
Disaggregation of Revenue [Line Items] | |||
Services | 334.9 | 166.7 | 80 |
Services | Revision of Prior Period, Adjustment | |||
Disaggregation of Revenue [Line Items] | |||
Services | 28.8 | ||
Cost of CDMO | 16.2 | ||
Leases | |||
Disaggregation of Revenue [Line Items] | |||
Leases | 299.7 | 283.8 | 0 |
Leases | Revision of Prior Period, Adjustment | |||
Disaggregation of Revenue [Line Items] | |||
Leases | (5.5) | ||
Total CDMO | |||
Disaggregation of Revenue [Line Items] | |||
Total CDMO | 634.6 | 450.5 | 80 |
Cost of CDMO | 375.5 | $ 132 | $ 61.2 |
Total CDMO | Revision of Prior Period, Adjustment | |||
Disaggregation of Revenue [Line Items] | |||
Total CDMO | $ 23.3 |
Revenue recognition - Narrative
Revenue recognition - Narrative (Details) | Nov. 01, 2021USD ($) | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2013USD ($) |
Concentration Risk [Line Items] | |||||
Number of operating segments | segment | 1 | ||||
Contract liability | $ 16,400,000 | $ 100,100,000 | $ 88,900,000 | ||
Research and development expense | 234,000,000 | 234,500,000 | 226,200,000 | ||
Operating lease, lease income | 62,100,000 | ||||
Revenue, remaining performance obligation, amount | 1,300,000,000 | ||||
Contract with customer, asset, after allowance for credit loss, current | 21,500,000 | ||||
Contract with customer, asset, after allowance for credit loss, noncurrent | 41,100,000 | ||||
Contract with customer, liability, current | 11,700,000 | 44,600,000 | |||
Accounts receivable, allowance for credit loss | 3,200,000 | 3,100,000 | |||
Contracts and grants | |||||
Concentration Risk [Line Items] | |||||
Revenue | 134,200,000 | 115,100,000 | 122,500,000 | ||
BARDA | |||||
Concentration Risk [Line Items] | |||||
Lessor, operating lease, payments to be received | $ 470,900,000 | 650,800,000 | |||
Contract liability | 55,200,000 | ||||
Operating lease, lease income, lease payments | 237,600,000 | 233,300,000 | 0 | ||
Research and development expense | 38,000,000 | ||||
BARDA | Contracts and grants | |||||
Concentration Risk [Line Items] | |||||
Revenue | 71,300,000 | 15,800,000 | 15,800,000 | ||
BARDA | CIADM | |||||
Concentration Risk [Line Items] | |||||
Lessor, operating lease, payments to be received | $ 140,500,000 | $ 163,200,000 | |||
U.S Government | Contracts and grants | |||||
Concentration Risk [Line Items] | |||||
Revenue | $ 130,200,000 | $ 109,200,000 | $ 105,900,000 | ||
U.S Government | Revenue from Contract with Customer | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 92.00% | 93.00% | 90.00% | ||
Non-U.S. Government | |||||
Concentration Risk [Line Items] | |||||
Lessee, operating lease, remaining lease term | 3 years | ||||
Non-U.S. Government | Contracts and grants | |||||
Concentration Risk [Line Items] | |||||
Revenue | $ 4,000,000 | $ 5,900,000 | $ 16,600,000 |
Revenue recognition - Disaggreg
Revenue recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 1,792.7 | $ 1,555.4 | $ 1,106 |
U.S Government | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 897.8 | 988.5 | 674.7 |
Non-U.S. Government | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 894.9 | 566.9 | 431.3 |
Product sales, net | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,023.9 | 989.8 | 903.5 |
Product sales, net | U.S Government | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 530 | 626 | 568.8 |
Product sales, net | Non-U.S. Government | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 493.9 | 363.8 | 334.7 |
Total CDMO | |||
Disaggregation of Revenue [Line Items] | |||
Total CDMO | 634.6 | 450.5 | 80 |
Total CDMO | U.S Government | |||
Disaggregation of Revenue [Line Items] | |||
Total CDMO | 237.6 | 253.3 | 0 |
Total CDMO | Non-U.S. Government | |||
Disaggregation of Revenue [Line Items] | |||
Total CDMO | 397 | 197.2 | 80 |
Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 334.9 | 166.7 | 80 |
Services | U.S Government | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Services | Non-U.S. Government | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 334.9 | 166.7 | 80 |
Leases | |||
Disaggregation of Revenue [Line Items] | |||
Leases | 299.7 | 283.8 | 0 |
Leases | U.S Government | |||
Disaggregation of Revenue [Line Items] | |||
Leases | 237.6 | 253.3 | 0 |
Leases | Non-U.S. Government | |||
Disaggregation of Revenue [Line Items] | |||
Leases | 62.1 | 30.5 | 0 |
Contracts and grants | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 134.2 | 115.1 | 122.5 |
Contracts and grants | U.S Government | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 130.2 | 109.2 | 105.9 |
Contracts and grants | Non-U.S. Government | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 4 | $ 5.9 | $ 16.6 |
Revenue recognition - Percentag
Revenue recognition - Percentage of Product Sales (Details) - Sales Revenue, Product Line - Product Concentration Risk | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Anthrax vaccines | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 25.00% | 38.00% | 19.00% |
Nasal naloxone products | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 43.00% | 31.00% | 31.00% |
ACAM2000 | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 20.00% | 20.00% | 27.00% |
Other products | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 12.00% | 11.00% | 23.00% |
Revenue recognition - Performan
Revenue recognition - Performance Obligations (Details) $ in Millions | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 1,300 |
Leases | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 108 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 24 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Leases | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 45.8 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Leases | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 50.7 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Leases | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 11.5 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue recognition - Remaining
Revenue recognition - Remaining Performance Obligation (Details) | Dec. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 24 months |
Revenue recognition - Contract
Revenue recognition - Contract Liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Change in Contract With Customer, Liability [Roll Forward] | ||
Beginning balance | $ 100.1 | $ 88.9 |
Deferral of revenue | 279.7 | 146.2 |
Revenue recognized | (363.4) | (135) |
Ending balance | $ 16.4 | $ 100.1 |
Revenue recognition - Accounts
Revenue recognition - Accounts Receivable (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable [Abstract] | ||
Billed, net | $ 224.9 | $ 172.7 |
Unbilled | 49.8 | 58.2 |
Total, net | $ 274.7 | $ 230.9 |
Fair value measurements - Fair
Fair value measurements - Fair Value Measurements, Recurring and Nonrecurring (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 352.4 | $ 352.2 |
Contingent consideration | 37.2 | 58.1 |
Derivative instruments | 6.1 | 15 |
Total | 43.3 | 73.1 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 152.4 | 352.2 |
Contingent consideration | 0 | 0 |
Derivative instruments | 0 | 0 |
Total | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 200 | 0 |
Contingent consideration | 0 | 0 |
Derivative instruments | 6.1 | 15 |
Total | 6.1 | 15 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | 0 |
Contingent consideration | 37.2 | 58.1 |
Derivative instruments | 0 | 0 |
Total | 37.2 | 58.1 |
Money market accounts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 152.4 | 352.2 |
Money market accounts | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 152.4 | 352.2 |
Money market accounts | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Money market accounts | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Time deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 200 | 0 |
Time deposits | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Time deposits | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 200 | 0 |
Time deposits | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Fair value measurements - Recon
Fair value measurements - Reconciliation of the Contingent Consideration Liabilities Measured at Fair Value (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | $ 58.1 | $ 29.2 |
Expense included in earnings | 2.9 | 31.7 |
Settlements | (23.8) | (2.8) |
Balance, end of period | $ 37.2 | $ 58.1 |
Fair value measurements - Narra
Fair value measurements - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 07, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business combination, contingent consideration, liability, current | $ 32.7 | $ 23.9 | |
3.875% Senior Unsecured Notes due 2028 | Senior Notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate, stated percentage | 3.875% | 3.875% | 3.875% |
Long-term debt, fair value | $ 433.3 | $ 466 |
Fair value measurements - Level
Fair value measurements - Level 3 Significant Unobservable Inputs (Details) $ in Millions | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability value | $ 37.2 | $ 58.1 | $ 29.2 |
Fair Value, Inputs, Level 3 | Fair Value, Recurring | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability value | $ 37.2 | ||
Fair Value, Inputs, Level 3 | Fair Value, Recurring | Discount rate | Discounted cash flow | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination, contingent consideration, liability, measurement input | 0 | ||
Fair Value, Inputs, Level 3 | Fair Value, Recurring | Discount rate | Discounted cash flow | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination, contingent consideration, liability, measurement input | 0.074 | ||
Fair Value, Inputs, Level 3 | Fair Value, Recurring | Discount rate | Discounted cash flow | Weighted Average | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination, contingent consideration, liability, measurement input | 0.015 | ||
Fair Value, Inputs, Level 3 | Fair Value, Recurring | Probability of payment | Discounted cash flow | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination, contingent consideration, liability, measurement input | 0.250 | ||
Fair Value, Inputs, Level 3 | Fair Value, Recurring | Probability of payment | Discounted cash flow | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination, contingent consideration, liability, measurement input | 1 | ||
Fair Value, Inputs, Level 3 | Fair Value, Recurring | Probability of payment | Discounted cash flow | Weighted Average | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination, contingent consideration, liability, measurement input | 0.870 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 217.5 | $ 160.6 |
Work-in-process | 95.8 | 102.5 |
Finished goods | 37.5 | 43.9 |
Total inventories | $ 350.8 | $ 307 |
Inventories - Additional Inform
Inventories - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Inventory Disclosure [Abstract] | |
Inventory, LIFO reserve, period charge | $ 41.5 |
Property, plant and equipment_3
Property, plant and equipment, net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 1,119.2 | $ 903.2 | |
Less: Accumulated depreciation and amortization | (319.1) | (259.1) | |
Total property, plant and equipment, net | 800.1 | 644.1 | |
Depreciation | 62.2 | 50.1 | $ 49.5 |
Land and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 52.1 | 52.7 | |
Buildings, building improvements and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 269.7 | 246.3 | |
Furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 513.5 | 362.1 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 60.7 | 58.7 | |
Construction-in-progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 223.2 | $ 183.4 |
Intangible assets and goodwil_2
Intangible assets and goodwill - Schedule of Finite-lived Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 832.1 | $ 832.1 |
Accumulated Amortization | 227.5 | 169 |
Net | 604.6 | 663.1 |
Products | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | 798 | 798 |
Accumulated Amortization | 193.5 | 137.8 |
Net | $ 604.5 | $ 660.2 |
Products | Minimum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 9 years | 9 years |
Products | Maximum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 22 years | 22 years |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 8 years | 8 years |
Cost | $ 28.6 | $ 28.6 |
Accumulated Amortization | 28.6 | 26.5 |
Net | $ 0 | $ 2.1 |
CDMO | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 8 years | 8 years |
Cost | $ 5.5 | $ 5.5 |
Accumulated Amortization | 5.4 | 4.7 |
Net | $ 0.1 | $ 0.8 |
Intangible assets and goodwil_3
Intangible assets and goodwill - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 58,500,000 | $ 59,800,000 | $ 58,700,000 |
Intangible assets, weighted average useful life | 11 years 10 months 24 days | ||
Impairment of intangible assets | $ 41,700,000 | 29,000,000 | 12,000,000 |
Goodwill impairment | $ 41,700,000 | $ 0 | $ 0 |
Intangible assets and goodwil_4
Intangible assets and goodwill - Future Amortization Expense (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 55.9 | |
2023 | 55.8 | |
2024 | 55.8 | |
2025 | 55.8 | |
2026 | 381.3 | |
Net | $ 604.6 | $ 663.1 |
Intangible assets and goodwil_5
Intangible assets and goodwill - Summary Changes in Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | |||
Balance at beginning of the year | $ 266,700,000 | $ 266,600,000 | |
Goodwill impairment | (41,700,000) | 0 | $ 0 |
Foreign currency translation | (100,000) | 100,000 | |
Balance at end of the year | $ 224,900,000 | $ 266,700,000 | $ 266,600,000 |
Long-term debt - Components of
Long-term debt - Components of Long-term Indebtedness (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 07, 2020 | Jan. 29, 2014 |
Debt Instrument [Line Items] | ||||
Total debt | $ 849,600,000 | $ 885,500,000 | ||
Current portion of debt, net of debt issuance costs | (31,600,000) | (33,800,000) | ||
Unamortized debt issuance costs | (8,500,000) | (10,700,000) | ||
Debt, net of current portion | 809,400,000 | 841,000,000 | ||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Total debt | 396,600,000 | 421,900,000 | ||
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 0 | $ 0 | ||
3.875% Senior Unsecured Notes due 2028 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage | 3.875% | 3.875% | 3.875% | |
Total debt | $ 450,000,000 | $ 450,000,000 | $ 450,000,000 | |
2.875% Convertible Senior Notes due 2021 | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage | 2.875% | 2.875% | ||
2.875% Convertible Senior Notes due 2021 | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 0 | 10,600,000 | ||
Other | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 3,000,000 | $ 3,000,000 |
Long-term debt - Senior Unsecur
Long-term debt - Senior Unsecured Notes (Details) - USD ($) $ in Millions | Aug. 07, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Debt issuance costs, current, net | $ 2 | $ 2 | |
Debt issuance costs | 1.6 | 3.5 | |
Long-term debt | $ 849.6 | $ 885.5 | |
3.875% Senior Unsecured Notes due 2028 | Prior to August 15, 2023 | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption price, percentage | 100.00% | ||
3.875% Senior Unsecured Notes due 2028 | Prior to August 15, 2023 | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption price, percentage | 40.00% | ||
3.875% Senior Unsecured Notes due 2028 | Upon the occurrence of a change in control | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption price, percentage | 101.00% | ||
3.875% Senior Unsecured Notes due 2028 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage | 3.875% | 3.875% | 3.875% |
Long-term debt | $ 450 | $ 450 | $ 450 |
Long-term debt - Senior Secured
Long-term debt - Senior Secured Credit Agreement (Details) | Aug. 07, 2020USD ($) |
Debt Instrument [Line Items] | |
Debt instrument, covenant, net leverage ratio rolling period | 12 months |
Debt instrument, covenant, net leverage ratio adjustment period | 12 months |
Amended Credit Agreement | Minimum | |
Debt Instrument [Line Items] | |
Commitment fee percentage | 0.20% |
Debt instrument, covenant, debt service coverage ratio | 2.5 |
Amended Credit Agreement | Maximum | |
Debt Instrument [Line Items] | |
Commitment fee percentage | 0.40% |
Debt instrument, covenant, net leverage ratio, maximum | 4.5 |
Debt instrument, covenant, net leverage, adjustment | 5 |
Amended Credit Agreement | Eurodollar | |
Debt Instrument [Line Items] | |
Debt instrument, basis spread on variable rate | 1.00% |
Amended Credit Agreement | Eurodollar | Minimum | |
Debt Instrument [Line Items] | |
Debt instrument, basis spread on variable rate | 1.30% |
Amended Credit Agreement | Eurodollar | Maximum | |
Debt Instrument [Line Items] | |
Debt instrument, basis spread on variable rate | 2.30% |
Amended Credit Agreement | Federal Funds Rate | |
Debt Instrument [Line Items] | |
Debt instrument, basis spread on variable rate | 0.50% |
Amended Credit Agreement | Base Rate | Minimum | |
Debt Instrument [Line Items] | |
Debt instrument, basis spread on variable rate | 0.30% |
Amended Credit Agreement | Base Rate | Maximum | |
Debt Instrument [Line Items] | |
Debt instrument, basis spread on variable rate | 1.30% |
Revolving Credit Facility | Amended Credit Agreement | |
Debt Instrument [Line Items] | |
Current borrowing capacity | $ 600,000,000 |
Term Loan Facility | Amended Credit Agreement | |
Debt Instrument [Line Items] | |
Current borrowing capacity | $ 450,000,000 |
Percentage of original principal amount required to repay in the first two years | 2.50% |
Percentage of original principal amount required to repay during the third year | 5.00% |
Percentage of original principal amount required to repay remaining year | 7.50% |
Cash proceeds excess amount from dispositions of property or casualty events subject to certain reinvestment right | $ 100,000,000 |
Debt instrument, covenant, consideration threshold | $ 75,000,000 |
Long-term debt - Convertible Se
Long-term debt - Convertible Senior Notes (Details) | Dec. 31, 2021 | Jan. 29, 2014 |
2.875% Convertible Senior Notes due 2021 | ||
Long-Term Debt [Line Items] | ||
Interest rate, stated percentage | 2.875% | 2.875% |
Long-term debt - Future Debt Pa
Long-term debt - Future Debt Payments of Long-term Indebtedness (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 33.8 | |
2023 | 363.6 | |
2024 | 0.2 | |
2025 | 0 | |
2026 | 452 | |
Total debt | $ 849.6 | $ 885.5 |
Derivative Instruments and he_3
Derivative Instruments and hedging activities - Derivative Designated as Cash Flow Hedges (Details) - Interest Rate Swaps - Designated as Hedging Instrument | Dec. 31, 2021USD ($)instrument |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Number of Instruments | instrument | 7 |
Notional amount | $ | $ 350,000,000 |
Derivative Instruments and he_4
Derivative Instruments and hedging activities - Fair Value by Balance Sheet Location (Details) - Interest Rate Swaps - Designated as Hedging Instrument - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Other Current Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ 4.5 | $ 5.7 |
Other Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ 1.6 | $ 9.3 |
Derivative Instruments and he_5
Derivative Instruments and hedging activities - Cash Flow Hedging on AOCI (Details) - Interest Rate Swaps - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income | $ (6.1) | $ (15) |
Interest expense | Cash Flow Hedging | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income | $ (5.8) | $ (3.9) |
Derivative Instruments and he_6
Derivative Instruments and hedging activities - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Interest Rate Swaps | |
Derivatives, Fair Value [Line Items] | |
Cash flow hedge gain (loss) to be reclassified within twelve months | $ 1.6 |
Stockholders' equity - Narrativ
Stockholders' equity - Narrative (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2021USD ($)planvote$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Nov. 11, 2021USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Preferred stock, shares authorized (in shares) | shares | 15,000,000 | 15,000,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, shares authorized (in shares) | shares | 200,000,000 | 200,000,000 | ||
Common stock, voting rights | vote | 1 | |||
Stock repurchase program, authorized amount | $ 250 | |||
Repurchases of stock | $ 112.6 | |||
Number of stock based employee compensation plans | plan | 1 | |||
Contractual life of awards | 7 years | |||
Weighted average remaining contractual term of options outstanding | 4 years 3 months 18 days | 4 years 3 months 18 days | ||
Weighted average remaining contractual term of options exercisable | 3 years 2 months 12 days | 2 years 10 months 24 days | ||
Weighted average grant date fair value of options granted (in dollars per share) | $ / shares | $ 35.16 | $ 21.69 | $ 21.13 | |
Total intrinsic value of options exercised | $ 15.7 | $ 38.2 | $ 5.3 | |
Compensation cost expected to be recognized related to unvested equity awards | $ 60.7 | |||
Weighted average period expected to be recognized related to unvested equity awards | 1 year 7 months 6 days | |||
Treasury Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Repurchases of stock | $ 112.6 | |||
Repurchases of stock (in shares) | shares | 2,600,000 | |||
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock authorized for issuance under the plan (in shares) | shares | 25,400,000 | |||
Common stock available for future awards (in shares) | shares | 6,700,000 | |||
Exercise price of option as percentage of fair market value at grant date, minimum | 100.00% | |||
Contractual life of awards | 7 years | |||
Total fair value of awards vested | $ 30.8 | $ 35.3 | $ 16.9 |
Stockholders' equity - Stock Op
Stockholders' equity - Stock Options Valuation Assumptions (Details) - Employee Stock Option | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility, minimum | 47.00% | 39.00% | 37.00% |
Expected volatility, maximum | 48.00% | 48.00% | 39.00% |
Risk-free interest rate, minimum | 0.43% | 0.27% | 1.57% |
Risk-free interest rate, maximum | 0.94% | 1.42% | 2.48% |
Expected average life of options | 4 years 6 months | 4 years 6 months | 4 years 6 months |
Stockholders' equity - Stock _2
Stockholders' equity - Stock Options and Restricted Stock Units (Details) - 2006 Stock Incentive Plan - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | ||
Outstanding, beginning of period (in shares) | 1,300,000 | |
Stock options granted (in shares) | 300,000 | |
Exercised (in shares) | (300,000) | |
Forfeited (in shares) | (100,000) | |
Outstanding, end of period (in shares) | 1,200,000 | |
Exercisable, end of period (in shares) | 600,000 | |
Weighted-Average Exercise Price | ||
Outstanding, beginning of period (in dollars per share) | $ 49,070,000 | |
Stock options grant price (in dollars per share) | 89,470,000 | |
Exercised (in dollars per share) | 35,910,000 | |
Forfeited (in dollars per share) | 71,770,000 | |
Outstanding, end of period (in dollars per share) | 60,830,000 | |
Exercisable, end of period (in dollars per share) | $ 47,280,000 | |
Aggregate Intrinsic Value | ||
Outstanding | $ 3 | $ 53.4 |
Exercisable | $ 3 | |
Performance Stock Units (PSUs) and Restricted Stock Units (RSUs) | ||
Number of Shares | ||
Outstanding, beginning of period (in shares) | 1,100,000 | |
Restricted stock units granted (in shares) | 700,000 | |
Vested (in shares) | (500,000) | |
Forfeited (in shares) | (200,000) | |
Outstanding, end of period (in shares) | 1,100,000 | |
Weighted-Average Grant Price | ||
Outstanding, beginning of period (in dollars per share) | $ 63,300,000 | |
Restricted stock units grant price (in dollars per share) | 76,720,000 | |
Vested (in dollars per share) | 61,760,000 | |
Forfeited (in dollars per share) | 74,420,000 | |
Outstanding, end of period (in dollars per share) | $ 70,820,000 | |
Aggregate Intrinsic Value | ||
Outstanding | $ 47.6 | $ 96.3 |
Stockholders' equity - Stock-ba
Stockholders' equity - Stock-based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | $ 42.4 | $ 51 | $ 26.7 |
Cost of product sales | Products | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | 6.4 | 8.9 | 2.3 |
Cost of product sales | Contract Development And Manufacturing | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | 1.1 | 3.5 | 0.8 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | 5 | 8.4 | 4 |
Selling, general and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | $ 29.9 | $ 30.2 | $ 19.6 |
Stockholders' equity - Changes
Stockholders' equity - Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 1,447 | $ 1,088.5 | $ 1,010.9 |
Other comprehensive (loss) income before reclassifications | 4 | (19.3) | |
Amounts reclassified from accumulated other comprehensive income | 5.2 | 3.9 | |
Total other comprehensive income (loss), net of tax | 9.2 | (15.4) | (4.4) |
Ending balance | 1,619 | 1,447 | 1,088.5 |
Total | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (25.3) | (9.9) | (5.5) |
Total other comprehensive income (loss), net of tax | 9.2 | (15.4) | (4.4) |
Ending balance | (16.1) | (25.3) | (9.9) |
Defined Benefit Pension Plan | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (7.7) | (3.4) | |
Other comprehensive (loss) income before reclassifications | 4.3 | (4.3) | |
Amounts reclassified from accumulated other comprehensive income | (0.6) | 0 | |
Total other comprehensive income (loss), net of tax | 3.7 | (4.3) | (3.2) |
Ending balance | (4) | (7.7) | (3.4) |
Derivative Instruments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (11) | (1.6) | |
Other comprehensive (loss) income before reclassifications | 0.7 | (13.3) | |
Amounts reclassified from accumulated other comprehensive income | 5.8 | 3.9 | |
Total other comprehensive income (loss), net of tax | 6.5 | (9.4) | (1.6) |
Ending balance | (4.5) | (11) | (1.6) |
Foreign Currency Translation Losses | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (6.6) | (4.9) | |
Other comprehensive (loss) income before reclassifications | (1) | (1.7) | |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | |
Total other comprehensive income (loss), net of tax | (1) | (1.7) | 0.4 |
Ending balance | $ (7.6) | $ (6.6) | $ (4.9) |
Stockholders' equity - Tax Effe
Stockholders' equity - Tax Effects Related to Each Component of Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Pretax | $ 12 | $ (19.8) | $ (5.3) |
Tax Benefit (Expense) | (2.8) | 4.4 | 0.9 |
Total other comprehensive income (loss), net of tax | 9.2 | (15.4) | (4.4) |
Defined Benefit Pension Plan | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Pretax | 4.3 | (5) | (3.7) |
Tax Benefit (Expense) | (0.6) | 0.7 | 0.5 |
Total other comprehensive income (loss), net of tax | 3.7 | (4.3) | (3.2) |
Derivative Instruments | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Pretax | 8.9 | (13) | (2) |
Tax Benefit (Expense) | (2.4) | 3.6 | 0.4 |
Total other comprehensive income (loss), net of tax | 6.5 | (9.4) | (1.6) |
Foreign Currency Translation Losses | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Pretax | (1.2) | (1.8) | 0.4 |
Tax Benefit (Expense) | 0.2 | 0.1 | 0 |
Total other comprehensive income (loss), net of tax | $ (1) | $ (1.7) | $ 0.4 |
Income taxes - Narrative (Detai
Income taxes - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Contingency [Line Items] | ||||
Deferred tax liabilities, undistributed foreign earnings | $ 0 | $ 0 | ||
Deferred tax liabilities, net | 90,700,000 | 43,800,000 | ||
Federal losses carryforward | 7,600,000 | 8,100,000 | ||
Valuation allowance | 25,000,000 | 51,100,000 | ||
Foreign losses carryforward | $ 10,200,000 | $ 36,900,000 | ||
Effective income tax rate reconciliation, percent | (27.00%) | (25.00%) | 30.00% | |
Unrecognized tax benefits, noncurrent | $ 9,800,000 | $ 9,200,000 | ||
Gross unrecognized tax benefits | 9,800,000 | $ 9,200,000 | $ 10,400,000 | $ 8,800,000 |
Research Tax Credit Carryforward | ||||
Income Tax Contingency [Line Items] | ||||
Tax credit carryforward, amount | 14,500,000 | |||
Tax credit carryforward, valuation allowance | 9,100,000 | |||
Manitoba Scientific Research and Experimental Development | ||||
Income Tax Contingency [Line Items] | ||||
Tax credit carryforward, amount | 2,100,000 | |||
Domestic Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | 36,000,000 | |||
Federal losses carryforward | 7,600,000 | |||
Valuation allowance | 4,700,000 | |||
Foreign Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | 46,700,000 | |||
Valuation allowance | 6,000,000 | |||
Foreign losses carryforward | 8,200,000 | |||
State and Local Jurisdiction | ||||
Income Tax Contingency [Line Items] | ||||
Valuation allowance | 3,200,000 | |||
Operating loss carryforwards, valuation allowance | 79,400,000 | |||
State and Local Jurisdiction | Maryland | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | 1,083,900,000 | |||
State and Local Jurisdiction | California | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | 76,400,000 | |||
Deferred tax assets, operating loss carryforwards | 3,200,000 | |||
PaxVax | ||||
Income Tax Contingency [Line Items] | ||||
Unrecognized Tax Benefits, Increase Resulting from Acquisition | $ 7,400,000 |
Income taxes - Components of th
Income taxes - Components of the Provisions for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | |||
Federal | $ (3.7) | $ 62.8 | $ 1.4 |
State | 14.9 | 27.7 | 11.6 |
International | 28.4 | 14 | 11 |
Total current | 39.6 | 104.5 | 24 |
Deferred | |||
Federal | 38 | 1.1 | 1.9 |
State | 4.3 | 0 | 1.1 |
International | 1.6 | (3.5) | (4.1) |
Total deferred | 43.9 | (2.4) | (1.1) |
Total income taxes | $ 83.5 | $ 102.1 | $ 22.9 |
Income taxes - Net Deferred Tax
Income taxes - Net Deferred Tax Asset (Liability) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Tax Credit Carryforward [Line Items] | ||
Federal losses carryforward | $ 7.6 | $ 8.1 |
State losses carryforward | 3.3 | 3.1 |
Scientific research and experimental development credit carryforward | 2.1 | 8.4 |
Stock compensation | 8.9 | 8.6 |
Foreign losses carryforward | 10.2 | 36.9 |
Deferred revenue | 0.4 | 26.2 |
Inventory reserves | 2.9 | 1.7 |
Lease liability | 6.5 | 8.2 |
IRC 263A capitalized costs | 3.9 | 2.3 |
Other | 5.6 | 8.5 |
Deferred tax asset | 65.9 | 124.5 |
Valuation allowance | (25) | (51.1) |
Net deferred tax asset | 40.9 | 73.4 |
Fixed assets | (75.1) | (54.6) |
Intangible assets | (47.6) | (50.4) |
Right-of-use asset | (6.1) | (7.7) |
Other | (2.8) | (4.5) |
Deferred tax liability | (131.6) | (117.2) |
Net deferred tax liability | (90.7) | (43.8) |
Domestic Tax Authority | ||
Tax Credit Carryforward [Line Items] | ||
Federal losses carryforward | 7.6 | |
Research and development carryforward | 9.5 | 7.5 |
Valuation allowance | (4.7) | |
State and Local Jurisdiction | ||
Tax Credit Carryforward [Line Items] | ||
Research and development carryforward | 5 | $ 5 |
Valuation allowance | $ (3.2) |
Income taxes - Reconciliation (
Income taxes - Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
US | $ 112 | $ 362 | $ 63.9 |
International | 202.4 | 45.2 | 13.5 |
Earnings before taxes on income | 314.4 | 407.2 | 77.4 |
Federal tax at statutory rates | 65.8 | 85.5 | 16.3 |
State taxes, net of federal benefit | 16.1 | 23.2 | 10.3 |
Impact of foreign operations | (16.8) | (7.8) | (6.9) |
Change in valuation allowance | 4.3 | 1.5 | (1) |
Tax credits | (4.7) | (7.6) | (3.6) |
Stock compensation | (4.9) | (7.9) | (2.4) |
Impairments | 8.3 | 0 | 0 |
Return to provision true-ups | 0.8 | (0.7) | (2.3) |
Transaction costs | 0.3 | 6 | 4.7 |
Compensation limitation | 2.9 | 2.2 | 1.3 |
FIN 48 | 0.3 | (0.3) | 1.1 |
GILTI, net | 11.4 | 5.4 | 3.6 |
Permanent differences | (0.3) | 2.6 | 1.8 |
Total income taxes | $ 83.5 | $ 102.1 | $ 22.9 |
Income taxes - Unrecognized Tax
Income taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Gross unrecognized tax benefits, beginning balance | $ 9.2 | $ 10.4 | $ 8.8 |
Increases for tax positions for prior years | 0.4 | 0 | 0.5 |
Increases for tax positions for current year | 0.2 | 0.6 | 1.5 |
Settlements | (1.8) | (0.4) | |
Gross unrecognized tax benefits, ending balance | $ 9.8 | $ 9.2 | $ 10.4 |
Defined benefit and 401(k) sa_3
Defined benefit and 401(k) savings plan - Swiss Plan Funded Status (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Pension expense | $ 2 | $ 2.4 | $ 1.5 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets, beginning of year | 27.6 | 20.6 | |
Employer contributions | 1.4 | 1.4 | |
Employee contributions | 0.9 | 0.8 | |
Net benefits received (paid) | 0.5 | 6.8 | |
Actual return on plan assets | (0.1) | 0.3 | |
Settlements | 0 | (4.5) | |
Currency impact | (1) | 2.2 | |
Fair value of plan assets, end of year | 29.3 | 27.6 | 20.6 |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Projected benefit obligation, beginning of year | 49.2 | 35.2 | |
Service cost | 2.4 | 1.9 | 1.3 |
Interest Cost | 0 | 0.1 | 0.2 |
Employee contributions | 0.9 | 0.8 | |
Actuarial (gain) loss | (4.6) | 5 | |
Net benefits received (paid) | 0.5 | 6.8 | |
Settlements | 0 | (4.5) | |
Currency impact | (1.6) | 3.9 | |
Projected benefit obligation, end of year | 46.8 | 49.2 | $ 35.2 |
Funded status, end of year | (17.5) | (21.6) | |
Accumulated benefit obligation, end of year | $ 41.8 | $ 43 |
Defined benefit and 401(k) sa_4
Defined benefit and 401(k) savings plan - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Total contributions expected | $ 1.4 | ||
Matching contributions made by employer | $ 8.9 | $ 6.6 | $ 5.1 |
Defined benefit and 401(k) sa_5
Defined benefit and 401(k) savings plan - Components of Net Periodic Pension Cost (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Service cost | $ 2.4 | $ 1.9 | $ 1.3 |
Interest cost | 0 | 0.1 | 0.2 |
Expected return on plan assets | (0.8) | (0.6) | (0.5) |
Amortization of loss | 0.6 | 0.2 | 0 |
Amortization of prior service cost | (0.2) | (0.2) | 0 |
Settlements | 0 | 1 | 0.5 |
Net periodic benefit cost | $ 2 | $ 2.4 | $ 1.5 |
Defined benefit and 401(k) sa_6
Defined benefit and 401(k) savings plan - Weighted Average Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Discount rate | 0.30% | 0.02% |
Expected rate of return | 3.00% | 3.00% |
Rate of future compensation increases | 1.40% | 1.40% |
Defined benefit and 401(k) sa_7
Defined benefit and 401(k) savings plan - Accumulated Other Comprehensive Loss Before Income Tax (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Retirement Benefits [Abstract] | ||
Net actuarial (gain) loss | $ 5.9 | $ 9.9 |
Prior service cost | (1.3) | (1) |
Total recognized in accumulated other comprehensive (income) loss | $ 4.6 | $ 8.9 |
Defined benefit and 401(k) sa_8
Defined benefit and 401(k) savings plan - Expected Future Benefits Payments (Details) $ in Millions | Dec. 31, 2021USD ($) |
Retirement Benefits [Abstract] | |
2022 | $ 2.2 |
2023 | 1.7 |
2024 | 1.7 |
2025 | 1.8 |
2026 | 1.8 |
Thereafter | 37.6 |
Total | $ 46.8 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating lease cost: | |||
Amortization of right-of-use assets | $ 5.6 | $ 4.5 | $ 2.7 |
Interest on lease liabilities | 1.3 | 1.1 | 0.6 |
Total operating lease cost | $ 6.9 | $ 5.6 | $ 3.3 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities | Other Liabilities |
Total operating lease liabilities | $ 30 | $ 33.2 |
Operating leases: | ||
Weighted average remaining lease term (years) | 7 years | 7 years 8 months 12 days |
Weighted average discount rate | 4.10% | 4.10% |
Other assets | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | $ 28.3 | $ 31 |
Other Current Liabilities | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease liabilities, current portion | 5.8 | 5.4 |
Other Liabilities | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease liabilities | $ 24.2 | $ 27.8 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |
Operating lease, renewal term | 5 years |
Operating lease, termination period | 1 year |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of contract | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of contract | 12 years |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Operating leases | ||
2022 | $ 6.9 | |
2023 | 6.9 | |
2024 | 4.7 | |
2025 | 3.1 | |
2026 | 2.7 | |
Thereafter | 10.4 | |
Total undiscounted lease liabilities | 34.7 | |
Less: Imputed interest | (4.7) | |
Total Lease liabilities | $ 30 | $ 33.2 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net income | $ 230.9 | $ 305.1 | $ 54.5 |
Denominator: | |||
Weighted-average number of shares-basic (in shares) | 53.5 | 52.7 | 51.5 |
Dilutive securities-equity awards (in shares) | 0.6 | 1.1 | 0.9 |
Weighted-average number of shares-diluted (in shares) | 54.1 | 53.8 | 52.4 |
Net income (loss) per share - basic (in dollars per share) | $ 4.32 | $ 5.79 | $ 1.06 |
Net income (loss) per share - diluted (in dollars per share) | $ 4.27 | $ 5.67 | $ 1.04 |
Anti-dilutive stock awards (in shares) | 1 | 0 | 0.9 |
Purchase commitments (Details)
Purchase commitments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |||
Total purchase commitment | $ 132 | ||
Purchase commitment period | 3 years | ||
Materials purchased under commitment, amount | $ 110.7 | $ 108 | $ 51.3 |
Segment information - Narrative
Segment information - Narrative (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 1 | |
Non-US | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ | $ 111.9 | $ 98.6 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Inventory allowance | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning Balance | $ 37.6 | $ 17.9 | $ 14 |
Charged to Costs and Expenses | 37.9 | 48 | 23 |
Deductions | (32.8) | (28.3) | (19.1) |
Ending Balance | 42.7 | 37.6 | 17.9 |
Prepaid expenses and other current assets allowance | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning Balance | 3.9 | 4 | 4.3 |
Charged to Costs and Expenses | 0.2 | 0.5 | 0 |
Deductions | (0.4) | (0.6) | (0.3) |
Ending Balance | $ 3.7 | $ 3.9 | $ 4 |