Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 22, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
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 | $ 1.5 | ||
Entity Common Stock, Shares Outstanding (in shares) | 50,140,158 | ||
Documents Incorporated by Reference | Portions of the registrant's definitive proxy statement for its 2023 annual meeting of stockholders 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, 2022, are incorporated by reference into 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 2023 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 | 2022 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Tysons, Virginia |
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 642.6 | $ 576.1 |
Restricted cash | 0 | 0.2 |
Accounts receivable, net | 158.4 | 274.7 |
Inventories, net | 351.8 | 350.8 |
Prepaid expenses and other current assets | 57.9 | 70.3 |
Total current assets | 1,210.7 | 1,272.1 |
Property, plant and equipment, net | 817.6 | 800.1 |
Intangible assets, net | 728.8 | 604.6 |
Goodwill | 218.2 | 224.9 |
Other assets | 191.3 | 57.3 |
Total assets | 3,166.6 | 2,959 |
Current liabilities: | ||
Accounts payable | 103.5 | 128.9 |
Accrued expenses | 34.9 | 51.7 |
Accrued compensation | 88.3 | 88.7 |
Debt, current portion | 957.3 | 31.6 |
Other current liabilities | 45.9 | 72.9 |
Total current liabilities | 1,229.9 | 373.8 |
Debt, net of current portion | 448.5 | 809.4 |
Deferred tax liability | 71.8 | 94.9 |
Other liabilities | 33.4 | 61.9 |
Total liabilities | 1,783.6 | 1,340 |
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, 55.7 and 55.1 shares issued; 50.1 and 51.3 shares outstanding, respectively. | 0.1 | 0.1 |
Treasury stock, at cost, 5.6 and 3.8 common shares, respectively | (227.7) | (152.2) |
Additional paid-in capital | 873.5 | 829.4 |
Accumulated other comprehensive income (loss), net | 3.1 | (16.1) |
Retained earnings | 734 | 957.8 |
Total stockholders’ equity | 1,383 | 1,619 |
Total liabilities and stockholders’ equity | $ 3,166.6 | $ 2,959 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
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) | 55,700,000 | 55,100,000 |
Common stock, shares outstanding (in shares) | 50,100,000 | 51,300,000 |
Treasury stock (in shares) | 5,600,000 | 3,800,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | |||
Leases | $ 4.9 | ||
Total revenues | 1,120.9 | $ 1,792.7 | $ 1,555.4 |
Operating expenses: | |||
Cost of goods and services sold | 693.7 | 757.5 | 524 |
Research and development | 193 | 234 | 234.5 |
Selling, general and administrative | 340.3 | 348.4 | 303.3 |
Goodwill impairment | 6.7 | 41.7 | 0 |
Amortization of intangible assets | 59.9 | 58.5 | 59.8 |
Total operating expenses | 1,293.6 | 1,440.1 | 1,121.6 |
Income (loss) from operations | (172.7) | 352.6 | 433.8 |
Other income (expense): | |||
Interest expense | (37.3) | (34.5) | (31.3) |
Other, net | (11.7) | (3.7) | 4.7 |
Total other income (expense), net | (49) | (38.2) | (26.6) |
Income (loss) before income taxes | (221.7) | 314.4 | 407.2 |
Income tax provision | 2.1 | 83.5 | 102.1 |
Net income (loss) | $ (223.8) | $ 230.9 | $ 305.1 |
Net income (loss) per common share | |||
Basic (in dollars per share) | $ (4.47) | $ 4.32 | $ 5.79 |
Diluted (in dollars per share) | $ (4.47) | $ 4.27 | $ 5.67 |
Shares used in computing net income (loss) per common share | |||
Basic (in shares) | 50.1 | 53.5 | 52.7 |
Diluted (in shares) | 50.1 | 54.1 | 53.8 |
Product sales, net | |||
Revenues: | |||
Services | $ 966.2 | $ 1,023.9 | $ 989.8 |
Operating expenses: | |||
Cost of goods and services sold | 424.1 | 382 | 392 |
Total CDMO | |||
Revenues: | |||
Total CDMO | 113.3 | 634.6 | 450.5 |
Operating expenses: | |||
Cost of goods and services sold | 269.6 | 375.5 | 132 |
Services | |||
Revenues: | |||
Services | 108.4 | 334.9 | 166.7 |
Leases | |||
Revenues: | |||
Leases | 4.9 | 299.7 | 283.8 |
Contracts and grants | |||
Revenues: | |||
Services | $ 41.4 | $ 134.2 | $ 115.1 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (223.8) | $ 230.9 | $ 305.1 |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustment | 1 | (1) | (1.7) |
Unrealized gains (losses) on hedging activities | 10.7 | 6.5 | (9.4) |
Unrealized gain (losses) on pension benefit obligation | 7.5 | 3.7 | (4.3) |
Total other comprehensive income (loss), net of tax | 19.2 | 9.2 | (15.4) |
Comprehensive income (loss), net of tax | $ (204.6) | $ 240.1 | $ 289.7 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Activities | |||
Net income (loss) | $ (223.8) | $ 230.9 | $ 305.1 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Stock-based compensation expense | 45.1 | 42.4 | 51 |
Depreciation and amortization | 143.3 | 123.8 | 114.5 |
Change in fair value of contingent obligations, net | 2.6 | 2.9 | 31.7 |
Amortization of deferred financing costs | 4.1 | 4.1 | 3.5 |
Impairments | 6.7 | 41.7 | 29 |
Deferred income taxes | (19) | 46.9 | (2.4) |
Write off of contract asset and liability | 0 | (17.2) | 0 |
Other | 6.4 | 2 | (5.2) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 114.7 | (48.2) | 49 |
Inventories | (51.9) | (44) | (83.2) |
Prepaid expenses and other assets | (19.9) | 7.7 | (29.2) |
Accounts payable | (14) | (2.5) | 18.7 |
Accrued expenses and other liabilities | (66.7) | (9.2) | 19.4 |
Accrued compensation | 0.1 | 4 | 21.8 |
Income taxes receivable and payable, net | 28.6 | (32.4) | 1.1 |
Contract liabilities | 9.6 | (31.8) | 11.2 |
Net cash provided by (used in) operating activities | (34.1) | 321.1 | 536 |
Investing Activities | |||
Purchases of property, plant and equipment | (115.8) | (225) | (141) |
Royalty settlement payment | (21.8) | 0 | 0 |
Milestone payment from prior asset acquisition | 0 | 0 | (10) |
Asset acquisitions | (243.7) | 0 | 0 |
Net cash used in investing activities | (381.3) | (225) | (151) |
Financing Activities | |||
Purchases of treasury stock | (82.1) | (106) | 0 |
Proceeds from senior unsecured notes | 0 | 0 | 450 |
Principal payments on convertible senior notes | 0 | (10.6) | 0 |
Proceeds from revolving credit facility | 598 | 0 | 0 |
Principal payments on revolving credit facility | 0 | 0 | (373) |
Principal payments on term loan facility | (33.8) | (25.3) | (14.1) |
Proceeds from stock-based compensation activity | 5 | 15.9 | 31.6 |
Taxes paid for stock-based compensation activity | (5.9) | (13.8) | (13.8) |
Debt issuance costs | 0 | 0 | (8.4) |
Contingent consideration payments | 0 | (1.2) | (2.8) |
Net cash provided by (used in) financing activities: | 481.2 | (141) | 69.5 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 0.5 | (0.3) | (1) |
Net change in cash, cash equivalents and restricted cash | 66.3 | (45.2) | 453.5 |
Cash, cash equivalents and restricted cash, beginning of period | 576.3 | 621.5 | 168 |
Cash, cash equivalents and restricted cash, end of period | 642.6 | 576.3 | 621.5 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 33 | 30.4 | 21 |
Cash paid for income taxes | 6.2 | 71.6 | 109.3 |
Supplemental information on non-cash investing and financing activities: | |||
Purchases of property, plant and equipment unpaid at period end | 9.4 | 20 | 22 |
Purchases of treasury stock unpaid at period end | 0 | 6.6 | 0 |
Reconciliation of cash and cash equivalents and restricted cash: | |||
Cash and cash equivalents | 642.6 | 576.1 | 621.3 |
Restricted cash | 0 | 0.2 | 0.2 |
Total | $ 642.6 | $ 576.3 | $ 621.5 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Millions | Total | $0.001 Par Value Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
Beginning balance (in shares) at Dec. 31, 2019 | 53,000,000 | 1,200,000 | ||||
Beginning 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] | ||||||
Net income | 305.1 | 305.1 | ||||
Other comprehensive loss, net of tax | (15.4) | (15.4) | ||||
Share-based compensation activity (in shares) | 1,300,000 | |||||
Share-based compensation activity | 68.8 | 68.8 | ||||
Ending balance (in shares) at Dec. 31, 2020 | 54,300,000 | 1,200,000 | ||||
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] | ||||||
Net income | 230.9 | 230.9 | ||||
Other comprehensive loss, net of tax | 9.2 | 9.2 | ||||
Share-based compensation activity (in shares) | 800,000 | |||||
Share-based compensation activity | $ 44.5 | 44.5 | ||||
Repurchases of stock (in shares) | (2,600,000) | (2,600,000) | ||||
Repurchases of common stock | $ (112.6) | $ (112.6) | ||||
Ending balance (in shares) at Dec. 31, 2021 | 55,100,000 | 55,100,000 | 3,800,000 | |||
Ending balance at Dec. 31, 2021 | $ 1,619 | $ 0.1 | 829.4 | $ (152.2) | (16.1) | 957.8 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | (223.8) | (223.8) | ||||
Other comprehensive loss, net of tax | 19.2 | 19.2 | ||||
Share-based compensation activity (in shares) | 600,000 | |||||
Share-based compensation activity | $ 44.1 | 44.1 | ||||
Repurchases of stock (in shares) | (1,800,000) | (1,800,000) | ||||
Repurchases of common stock | $ (75.5) | $ (75.5) | ||||
Ending balance (in shares) at Dec. 31, 2022 | 55,700,000 | 55,700,000 | 5,600,000 | |||
Ending balance at Dec. 31, 2022 | $ 1,383 | $ 0.1 | $ 873.5 | $ (227.7) | $ 3.1 | $ 734 |
Consolidated Statement of Cha_2
Consolidated Statement of Changes in Stockholders' Equity (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
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, 2022 | |
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. (“Emergent,” the “Company,” “we,” “us,” and “our”) 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 thirteen products (vaccines, therapeutics, and drug-device combination products). The revenue generated by the products comprises a substantial portion of the Company's revenue. The Company has one product candidate that is procured under special circumstances by the United States government ("USG"), although it is not approved by the United States Food and Drug Administration ("FDA"). The Company structures the business with a focus on markets and customers. As such, the key components of the business structure include the following three product and service categories: Government - Medical Countermeasures ("MCM") Products, Commercial Products, and CDMO Services. The Company operates as two operating segments: (1) a products segment ("Products") consisting of the Government - MCM and Commercial product categories and (2) a services segment ("Services") focused on CDMO services (Note 16, "Segment information " ). The Company's products and services include: Government - MCM Products • ACAM2000®, (Smallpox (Vaccinia) Vaccine, Live), 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; • Anthrasil® (Anthrax Immune Globulin Intravenous (human)), the only polyclonal antibody therapeutic licensed by the FDA and Health Canada for the treatment of inhalational anthrax in combination with appropriate antibacterial drugs; • Anthrax vaccines, including our AV7909 (Anthrax vaccine adsorbed (AVA), adjuvanted) procured product candidate being developed as a next-generation anthrax vaccine for post-exposure prophylaxis and BioThrax® (Anthrax Vaccine Adsorbed), the only vaccine licensed by the FDA for the general use prophylaxis and post-exposure prophylaxis of anthrax disease. AV7909 has not been approved by the FDA, but is procured by certain authorized government buyers for their use; • BAT® (Botulism Antitoxin Heptavalent (A,B,C,D,E,F,G)-(Equine)), the only heptavalent antitoxin licensed by the FDA and Health Canada for the treatment of symptomatic botulism; • CNJ-016® (Vaccinia Immune Globulin Intravenous (Human) (VIGIV)), the only polyclonal antibody therapeutic licensed by the FDA and Health Canada to address certain complications from smallpox vaccination; • Ebanga™ (ansuvimab-zykl) is a monoclonal antibody with antiviral activity provided through a single IV infusion for the treatment of Ebola. Under the terms of a collaboration with Ridgeback Biotherapeutics ("Ridgeback"). Emergent will be responsible for the manufacturing, sale, and distribution of Ebanga™ in the U.S. and Canada, and Ridgeback will serve as the global access partner for Ebanga™; • Raxibacumab injection, the first fully human monoclonal antibody therapeutic licensed by the FDA for the treatment and prophylaxis of inhalational anthrax; • RSDL® (Reactive Skin Decontamination Lotion Kit), the only medical device cleared by the FDA that is intended to remove or neutralize chemical warfare agents from the skin, including: tabun, sarin, soman, cyclohexyl sarin, VR, VX, mustard gas and T-2 toxin; • TEMBEXA®, an oral antiviral formulated as 100 mg tablets and 10 mg/mL oral suspension dosed once weekly for two weeks which has been approved by the FDA for the treatment of smallpox disease caused by variola virus in adult and pediatric patients, including neonates; and • Trobigard® atropine sulfate, obidoxime chloride auto-injector, a combination drug-device auto-injector procured product candidate that contains atropine sulfate and obidoxime chloride. It was approved in Belgium in 2021 but has not been approved by the FDA. Trobigard is procured by certain authorized government buyers under special circumstances for potential use as a nerve agent countermeasure outside of the U.S. Commercial Products • NARCAN ® (naloxone HCl) Nasal Spray, an intranasal 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; • Vaxchora ® (Cholera Vaccine, Live, Oral), the first vaccine approved by the FDA for the prevention of cholera, which we have agreed to sell as part of our travel health business; and • Vivotif ® (Typhoid Vaccine Live Oral Ty21a), a live attenuated vaccine for oral administration for the prevention of typhoid fever, which we have agreed to sell as part of our travel health business. 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. Asset Acquisition During the year ended December 31, 2022, the Company acquired from Chimerix ("the Seller") the exclusive worldwide rights to brincidofovir, including TEMBEXA® and related assets (the “Transaction”). TEMBEXA is an oral antiviral medical countermeasure to treat smallpox approved by the FDA in June 2021. Under the terms of the Asset Purchase Agreement (the "Purchase Agreement"), the Company paid $238.0 million upon closing of the Transaction, and is subject to potential milestone payments of up to $124.0 million contingent on the potential exercise by the USG of procurement options. The closing payment and the milestone payments were based on the actual procurement value of the procurement contract (the "BARDA Contract") with the Biomedical Advanced Research and Development Authority (“BARDA”). Each milestone payment is associated with the exercise of future BARDA procurement options of TEMBEXA following the BARDA Contract base period. The Seller is also eligible to receive up to $12.5 million in regulatory milestones associated with the SymBio Pharmaceuticals Ltd. brincidofovir licensing arrangements assumed by the Company in the Transaction. The milestone payments will be recorded when the associated procurement options have been exercised and/or the regulatory milestones have been met and the consideration is paid or becomes payable. The total consideration paid in the Transaction was allocated based on the proportionate fair value of the assets acquired. We recorded $156.9 million in intangible assets, net and $82.3 million in inventories, net upon execution of the Transaction on our consolidate balance sheet. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Basis of presentation and consolidation Our financial statements are prepared in conformity with U.S. generally accepted accounting principles ("GAAP"). 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. Reclassifications of certain prior period amounts have been made to conform to the current period presentation. During the year ended December 31, 2022, the Company revised the reporting that the chief operating decision maker ("the CODM") reviews in order to assess Company performance. The CODM manages the business with a focus on two reportable segments: (1) Products segment consisting of Government - MCM and Commercial products and (2) Services segment focused on CDMO services. Going Concern The consolidated financial statements have been prepared on the going concern basis of accounting, which assumes the Company will continue to operate as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of December 31, 2022, there is $598.0 million outstanding on the our senior revolving credit facility ("Revolving Credit Facility") and $362.8 million on our senior term loan facility ("Term Loan Facility" and together with the Revolving Credit Facility, the "Senior Secured Credit Facilities" ) that mature in October 2023, which is within one year of the date that the consolidated financial statements for the year ended December 31, 2022 are issued. The Company determined that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued as a result of these pending maturities. This evaluation considered the potential mitigating effect of management’s plans that have not been fully implemented. Management evaluated the mitigating effect of its plans to determine if it is probable that (1) the plans will be effectively implemented within one year after the date the financial statements are issued, and (2) when implemented, the plans will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. The Company's plan to alleviate the substantial doubt includes amending its existing Senior Secured Credit Facilities that are due October 2023. On February 14, 2023, the Company entered into a Consent, Limited Waiver, and Third Amendment to the Amended and Restated Credit Agreement (the “Third Credit Agreement Amendment”, "Credit Agreement" and as amended, the "Amended Credit Agreement") relating to the Senior Secured Credit Facilities. Pursuant to the Third Credit Agreement Amendment, the requisite lenders consented to our sale of our travel health business to Bavarian Nordic substantially in accordance with the terms of the Sale Agreement. The proceeds from the transaction will be deposited into a cash collateral account with the Administrative Agent and will, unless otherwise agreed to by the Company and the requisite lenders, be used to repay the outstanding Term Loan Facility on the expiration of the Limited Waiver (as described below). We currently expect the transaction to close in the second quarter of 2023, but we can provide no assurance that the transaction will close prior to the October 2023 maturity of the Term Loan Facility, or at all. Pursuant to the Third Credit Agreement Amendment the requisite lenders have agreed to a limited waiver of any defaults or events of default that result from (a) any violation of the financial covenants set forth in the Senior Secured Credit Facilities with respect to the fiscal quarters ending December 31, 2022 and March 31, 2023 and (b) the going concern qualification or exception contained in the audited financial statements for the fiscal year ending December 31, 2022. This limited waiver will expire on the earlier to occur of (i) any other event of default and (ii) April 17, 2023. During this period the Company is working with lenders under the Senior Secured Credit Facilities in connection with replacing such facilities before their October 2023 maturity with revised terms and conditions. The Company does not expect to be in compliance with debt covenants in future periods without additional sources of liquidity or future amendments to the Credit Agreement. While the Company is in the process of replacing and expects to replace the Senior Secured Credit Facilities before they mature, management cannot conclude that it is probable that the Company will be able to obtain such debt refinancing on commercially reasonable terms or at all until a new credit facility is in place. The Company is currently working with its lenders to refinance the Senior Secured Credit Facilities with revised terms and conditions. The extent to which the Company will be able to affect such refinancing, replacement or maturity extension on terms that are favorable or at all is dependent on a number of uncertain factors, including then-prevailing credit and other market conditions, economic conditions, particularly in the pharmaceutical and biotechnology industry, disruptions or volatility caused by factors such as COVID-19, regional conflicts, inflation, and supply chain disruptions. In addition, rising interest rates could limit our ability to refinance the Senior Secured Credit Facilities when they mature or cause us to pay higher interest rates upon refinancing. The Company has $642.6 million of cash on hand at December 31, 2022. On January 9, 2023, the Company announced the 2023 organizational restructuring Plan (the “Plan”) intended to reduce operating costs, improve operating margins, and continue advancing the Company’s ongoing commitment to profitable growth. The Plan includes a reduction of the Company’s current workforce by approximately five percent. 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), interest-rate swap arrangements and time deposits (Level 2) and contingent purchase consideration (Level 3) 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 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 credit losses 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 2023 through 2036. The Company has derived a significant portion of its revenue from sales of our Government - MCM products 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 and other medical countermeasures products are subject to unilateral termination or modification by the government. The Company may fail to achieve significant sales of its medical countermeasures products, including 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. In 2022, we filed our supplemental New Drug Application for NARCAN® (naloxone HCI) Nasal Spray, as an over-the-counter emergency treatment which if approved would further broaden our customer base. Our CDMO customers are generally third-party pharmaceutical companies. Refer to Footnote 11, "Revenue recognition" for more information regarding significant customers. 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 43%, 50% and 64% of total revenues for 2022, 2021 and 2020, respectively. The Company’s accounts receivable as of December 31, 2022 and 2021, 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, 2022, the Company does not anticipate nonperformance by any of its counterparties. Inventories, net 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 short-dated, contaminated or 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 combinations 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, net 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 research and development ("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 at interim 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 5, "Intangible assets and goodwill). 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. The Company's acquisitions accounted for as asset acquisitions may also include contingent consideration payments to be made for sales-based royalties, sales-based milestones and development and regulatory milestones. The Company assesses whether such contingent consideration meets the definition of a derivative. Contingent consideration payments in an asset acquisition not required to be accounted for as derivatives are recognized when the contingency is resolved, and the consideration is paid or becomes payable. Contingent consideration payments required to be accounted for as derivatives are recorded at fair value on the date of the acquisition and are subsequently remeasured to fair value at each reporting date. 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 $0.4 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 $0.4 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 |
Inventories, net
Inventories, net | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories, net consist of the following: December 31, 2022 2021 Raw materials and supplies $ 143.4 $ 217.5 Work-in-process 116.2 95.8 Finished goods 92.2 37.5 Total inventories, net (1) $ 351.8 $ 350.8 1) During the year ended December 31, 2022, the Company acquired certain assets through an asset acquisition, the Transaction, and the related inventories of $28.6 million were included in the Company's inventories balances as of December 31, 2022. 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 related to its Bayview facility of $41.5 million and 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, 2022 | |
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, 2022 2021 Land and improvements $ 54.9 $ 52.1 Buildings, building improvements and leasehold improvements 327.9 269.7 Furniture and equipment 567.5 513.5 Software 65.6 60.7 Construction-in-progress 185.5 223.2 Property, plant and equipment, gross 1,201.4 1,119.2 Less: Accumulated depreciation and amortization (383.8) (319.1) Total property, plant and equipment, net $ 817.6 $ 800.1 For the years ended December 31, 2022 and 2021, construction-in-progress primarily includes costs incurred related to construction to advance the Company's CDMO capabilities. Property, plant and equipment, net is stated at cost, less accumulated depreciation and amortization. During the year ended December 31, 2022, the Company recorded accelerated depreciation of $12.7 million reflecting a shortening of the useful life of certain property, plant and equipment which were to be used in the manufacturing process to fulfill the Agreement with Janssen. For additional information related to the termination of the Agreement, refer to Note 11 "Revenue recognition". Depreciation and amortization expense associated with property, plant and equipment was $83.4 million, $62.2 million and $50.1 million for the years ended December 31, 2022, 2021, and 2020, respectively. |
Intangible assets and goodwill
Intangible assets and goodwill | 12 Months Ended |
Dec. 31, 2022 | |
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 goodwill, consisted of the following: December 31, 2022 December 31, 2021 Weighted Average Useful Life in Years Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Products (1)(2) 14.4 $ 982.1 $ 253.3 $ 728.8 $ 798.0 $ 193.5 $ 604.5 Customer relationships 0.0 28.6 28.6 — 28.6 28.6 — CDMO 0.0 5.5 5.5 — 5.5 5.4 0.1 Total intangible assets 14.4 $ 1,016.2 $ 287.4 $ 728.8 $ 832.1 $ 227.5 $ 604.6 (1) During the year ended December 31, 2022, the Company acquired certain assets through asset acquisitions, and the related intangible assets were assigned to the "Products" asset type, of which $156.9 million was related to the Transaction. (2) During the year ended December 31, 2022, the Company acquired certain assets through a royalty settlement, and the related intangible assets of $21.8 million were assigned to the "Products" asset type. For the years ended December 31, 2022, 2021, and 2020, the Company recorded amortization expense for intangible assets of $59.9 million, $58.5 million and $59.8 million, respectively, which is included in the amortization of intangible assets in the consolidated statements of operations. The Company estimates its future amortization expense for our intangible assets as follows: Year As of 2023 $ 71.5 2024 71.5 2025 71.5 2026 70.2 2027 67.0 Thereafter 377.1 Total remaining amortization $ 728.8 The table below summarizes the changes in the carrying amount of goodwill by reportable segment: Products (1) Services (2) Total Balance at December 31, 2020 $ 260.0 $ 6.7 $ 266.7 Goodwill impairment (41.7) — (41.7) Foreign currency translation adjustment (0.1) — (0.1) Balance at December 31, 2021 $ 218.2 $ 6.7 $ 224.9 Goodwill impairment — (6.7) (6.7) Foreign currency translation adjustment — — — Balance at December 31, 2022 $ 218.2 $ — $ 218.2 (1) Amounts for the Company's Products segment include gross carrying values of $259.9 million as of December 31, 2022 and 2021, and $260.0 million as of December 31, 2020, and accumulated impairment losses of $41.7 million representing the aggregate impairment charges for the years ended December 31, 2022, 2021 and 2020. (2) Amounts for the Company's Services segment include gross carrying values of $6.7 million as of December 31, 2022, 2021, and 2020, and accumulated impairment losses of $6.7 million representing the aggregate impairment charges for the year ended December 31, 2022. As a result of the Company's annual goodwill impairment test on October 1, 2022 the Company recorded a $6.7 million non-cash goodwill impairment charge included in "Goodwill impairment" in the Statements of Operations during the year ended December 31, 2022 in the CDMO - Services reporting unit within the Services segment. The CDMO - Services reporting unit and Services segment had no remaining goodwill balance as of December 31, 2022. The goodwill impairment charge resulted from a reduction in the estimated fair value of the CDMO-Services reporting unit due to changes to the long-term operating plan that reflected lower expectations for growth and profitability than previous expectations. The Company used a quantitative assessment, utilizing a income based (discounted cash flows) approach, Level 3 non-recurring fair value measurement, for our goodwill impairment testing for all of our reporting units in 2022. Outside of our CDMO - Services reporting unit, the assessments completed for all other reporting units during the year ended December 31, 2022 indicated no impairment. On October 1, 2021, the Company reorganized its lines of business resulting in a change in the composition of two of its reporting units and performed its annual impairment testing using quantitative tests to determine fair values of the reporting units both before and after the reorganization of the lines of business and its reporting units. Using both a market based (comparable company multiple) and income based (discounted cash flows) approach, each a Level 3 non-recurring fair value measurement, the Company determined that there was a goodwill impairment of $41.7 million included in "Goodwill impairment" in the Statements of Operations in the Commercial products reporting unit within our Products segment. The Company used a qualitative assessment for our goodwill impairment testing for all other reporting units in 2021. The assessments completed for all other reporting units during the year ended December 31, 2021 indicated no impairment. |
Fair value measurements
Fair value measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Fair value measurements The table below presents information about the Company's 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, 2022 December 31, 2021 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Money market accounts $ 320.8 $ 320.8 $ — $ — $ 152.4 $ 152.4 $ — $ — Time deposits 170.7 — 170.7 — 200.0 — 200.0 — Derivative instruments $ 8.5 $ — $ 8.5 $ — $ — $ — $ — $ — Total $ 500.0 $ 320.8 $ 179.2 $ — $ 352.4 $ 152.4 $ 200.0 $ — Liabilities: Contingent consideration $ 6.8 $ — $ — $ 6.8 $ 37.2 $ — $ — $ 37.2 Derivative instruments — — — — 6.1 — 6.1 — Total $ 6.8 $ — $ — $ 6.8 $ 43.3 $ — $ 6.1 $ 37.2 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 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, 2022, 2021 and 2020. Contingent Consideration 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 Expense included in earnings 2.6 Settlements (33.0) Balance at December 31, 2022 $ 6.8 As of December 31, 2022 and 2021, the current portion of the contingent consideration liability was $3.1 million and $32.7 million, respectively, and was included in "other current liabilities" on the consolidated balance sheets. The non-current portion of the contingent consideration liability is included in "other 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, 2022 Valuation Technique Unobservable Input Range Royalty based $6.8 million Discounted cash flow Discount rate 9.9% Probability of payment 25.0% - 50.0% Projected year of payment 2023 - 2028 Non-Variable Rate Debt As of December 31, 2022 and 2021, the fair value of the Company's 3.875% Senior Unsecured Notes was $225.1 million and $433.3 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, "Debt"). Non-recurring fair value measurements |
Derivative Instruments and hedg
Derivative Instruments and hedging activities | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and hedging activities | Derivative instruments and hedging activities Risk management objective of using derivatives 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 payments of variable interest rate debt associated with the Company's senior secured credit agreements. If current fair values of designated interest rate swaps remained static over the next twelve months, the Company would reclassify $8.5 million of net deferred gains from accumulated other comprehensive income (loss) to the statement of operations over the next twelve month period. All outstanding cash flow hedges mature in October 2023. As of December 31, 2022, the Company had the following outstanding interest rate swap derivatives that were designated as cash flow hedges of interest rate risk: 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. Fair Value of Asset Derivatives Fair Value of Liability Derivatives December 31, December 31 Balance Sheet Location 2022 2021 Balance Sheet Location 2022 2021 Interest Rate Swaps Other Current Assets $ 8.5 $ — Other Current Liabilities $ — $ 4.5 Other Assets $ — $ — Other Liabilities $ — $ 1.6 The valuation of the interest rate swaps is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each interest rate swap. This analysis reflects the contractual terms of the interest rate swaps, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments (or receipts) and the discounted expected variable cash receipts (or payments). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. We incorporate credit valuation adjustments in the fair value measurements to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk. These credit valuation adjustments were not significant inputs for the fair value calculations for the periods presented. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as the posting of collateral, thresholds, mutual puts and guarantees. The valuation of interest rate swaps fall into Level 2 in the fair value hierarchy. The table below presents the effect of cash flow hedge accounting on accumulated other comprehensive income (loss): Cumulative Amount of Gain/(Loss) Recognized in OCI on Derivatives Location of Loss Reclassified from Accumulated OCI(L) into Income (Loss) Amount of Loss Reclassified from Accumulated OCI(L) into Income (Loss) December 31, Year Ended December 31, 2022 2021 2022 2021 Interest Rate Swaps $ 8.5 $ (6.1) Interest expense $ (0.1) $ (5.8) |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The components of debt are as follows: December 31, 2022 2021 Senior secured credit agreement - Term loan due 2023 $ 362.8 $ 396.6 Senior secured credit agreement - Revolver loan due 2023 598.0 — 3.875% Senior Unsecured Notes due 2028 450.0 450.0 Other 3.0 3.0 Total debt $ 1,413.8 $ 849.6 Current portion of long-term debt, net of debt issuance costs (957.3) (31.6) Unamortized debt issuance costs (8.0) (8.5) Non-current portion of debt $ 448.5 $ 809.4 As of December 31, 2022 there was a $598.0 million outstanding revolver loan balance. There was no outstanding revolver loan balance as of December 31, 2021. During the year ended December 31, 2022, the Company reclassified the debt issuance costs associated with the revolver loan to a contra account to directly offset the loan balance in other current liabilities on the Company's consolidated balance sheets. As of December 31, 2022, the Company had approximately $1.3 million debt issuance costs associated with the revolver loan that were classified as an offset to other current liabilities. Prior to 2022, the debt issuance costs associated with the revolver load were included in other current assets and other assets on the Company's consolidated balance sheets. 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. 3.875% Senior Unsecured Notes due 2028 On August 7, 2020, the Company completed its offering of $450.0 million aggregate principal amount of 3.875% Senior Unsecured Notes due 2028 (the "Senior Unsecured Notes") of which the majority of the net proceeds were used to pay down the Revolving Credit Facility (as defined below). Interest on the Senior Unsecured Notes is payable on February 15th and August 15th of each year until maturity, beginning on February 15, 2021. The Senior Unsecured Notes will mature on August 15, 2028. On or after August 15, 2023, the Company may redeem the Senior Unsecured 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 Senior Unsecured Notes at a redemption price equal to 100% of the principal amount of the Senior Unsecured 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 Senior Unsecured 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 Senior Unsecured Notes at a purchase price of 101% of the principal amount of such Senior Unsecured Notes plus accrued and unpaid interest. Negative covenants in the Indenture governing the Senior Unsecured 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 "Second 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 Revolving Credit Facility and Term Loan Facility, and together with the Revolving Credit Facility, the Senior Secured Credit Facilities. The Second 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 $600.0 million with a maturity date of October 13, 2023, and (ii) a Term Loan Facility with a principal amount of $450.0 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 $100.0 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. On February 14, 2023, the Company entered into a Consent, Limited Waiver, and Third Amendment to the Amended and Restated Credit Agreement relating to the Senior Secured Credit Facilities. Pursuant to the Third Credit Agreement Amendment, the requisite lenders consented to our sale of our travel health business to Bavarian Nordic substantially in accordance with the terms of the Sale Agreement. The proceeds from the transaction will be deposited into a cash collateral account with the Administrative Agent and will, unless otherwise agreed to by the Company and the requisite lenders, be used to repay the outstanding Term Loan Facility on the expiration of the Limited Waiver (as described below). We currently expect the transaction to close in the second quarter of 2023, but we can provide no assurance that the transaction will close prior to the October 2023 maturity of the Term Loan Facility, or at all. Pursuant to the Third Credit Agreement Amendment the requisite lenders have agreed to a limited waiver of any defaults or events of default that result from (a) any violation of the financial covenants set forth in the Senior Secured Credit Facilities with respect to the fiscal quarters ending December 31, 2022 and March 31, 2023 and (b) the going concern qualification or exception contained in the audited financial statements for the fiscal year ending December 31, 2022. This limited waiver will expire on the earlier to occur of (i) any other event of default and (ii) April 17, 2023. During this period the Company is working with lenders under the Senior Secured Credit Facilities in connection with replacing such facilities before their October 2023 maturity with revised terms and conditions. The Company does not expect to be in compliance with debt covenants in future periods without additional sources of liquidity or future amendments to the Credit Agreement. See Footnote 2 "Summary of significant accounting policies" for Going Concern considerations related to noncompliance with our debt covenants and the limited waiver. Debt Maturity Future debt payments of long-term indebtedness are as follows: Year As of 2023 $ 961.5 2024 0.3 2025 — 2026 2.0 2027 — Thereafter 450.0 Total debt $ 1,413.8 |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2022 | |
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. 2021 Stock Repurchase program On November 11, 2021, the Company announced that its Board of Directors authorized a stock repurchase program of up to an aggregate of $250.0 million of Common Stock (the "Share Repurchase Program"). The Share Repurchase Program expired on November 11, 2022. The Company utilized $187.9 million to purchase 4.4 million shares as of the program expiration date. The Share Repurchase Program did not obligate the Company to acquire any specific number of shares. Repurchased shares are available for use in connection with our stock plans and for other corporate purposes. The following table details our stock repurchases under the Share Repurchase Program: Year Ended December 31, 2022 2021 Shares of common stock repurchased 1.8 2.6 Average price paid per share $ 42.36 $ 42.67 Total cost $ 75.5 $ 112.6 Accounting for share-based compensation The Company has one share-based employee compensation plan, the Emergent Plan, which includes stock options and performance and restricted stock units. As of December 31, 2022, an aggregate of 25.4 million shares of common stock were authorized for issuance under the Emergent Plan, of which a total of approximately 2.9 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 seven 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, 2022 2021 2020 Expected dividend yield 0 % 0 % 0 % Expected volatility 54%-62% 47-48% 39-48% Risk-free interest rate 1.54%-4.31% 0.43-0.94% 0.27-1.42% Expected average life of options 4.5 years 4.5 years 4.5 years Stock options, restricted stock units and performance stock units The following is a summary of stock option award activity under the Emergent Plan: Number of Shares Weighted-Average Exercise Price Weighted Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value Stock options outstanding at December 31, 2021 1.2 $ 60.83 $ 3.0 Stock options granted 0.7 $ 39.11 Stock options exercised — $ 27.71 Stock options forfeited (0.2) $ 64.66 Stock options outstanding at December 31, 2022 1.7 $ 51.74 4.1 $ — Stock options exercisable at December 31, 2022 0.8 $ 54.14 2.3 $ — Cash received from option exercises for the years ended December 31, 2022, 2021 and 2020 was $0.5 million, $10.4 million and $27.6 million, respectively. The weighted average grant date fair value of options granted during the years ended December 31, 2022, 2021, and 2020 was $17.85, $35.16 and $21.69 per share, respectively. The total intrinsic value of options exercised during the years ended December 31, 2022, 2021, and 2020 was $0.3 million, $15.7 million and $38.2 million, respectively. As of December 31, 2022, there was $12.0 million of unrecognized compensation cost related to stock options. The following is a summary of performance stock unit and restricted stock unit award activity under the Emergent Plan: Number of Shares Weighted-Average Grant Date Fair Value Aggregate Stock awards outstanding at December 31, 2021 1.1 $ 70.82 $ 47.6 Stock awards granted (1) 1.9 $ 34.49 Stock awards released (0.5) $ 67.48 Stock awards forfeited (1) (0.3) $ 55.46 Stock awards outstanding at December 31, 2022 2.2 $ 42.30 $ 25.8 (1) Performance stock units granted and forfeited during the year ended December 31, 2022 are included at the target payout percentage, or 100%, of shares granted. The total fair value of restricted stock unit awards released during the years ended December 31, 2022, 2021 and 2020 was $30.9 million, $26.9 million and $34.1 million, respectively. As of December 31, 2022, there was $54.5 million of unrecognized compensation cost related to unvested restricted stock units. That cost is expected to be recognized ratable over a weighted average period of 1.9 years. Performance stock units represent common stock potentially issuable in the future, subject to achievement of performance conditions. Our current outstanding performance stock units vest based on certain financial metrics over the applicable performance period. The vesting and payout range for our performance stock units is typically between 50% and up to 150% of the target number of shares granted at the end of a three-year performance period. The total fair value of performance unit awards released during the years ended December 31, 2022, 2021 and 2020 was $2.5 million, $3.8 million and $1.2 million, respectively. As of December 31, 2022, there was $5.3 million of unrecognized compensation cost related to unvested performance stock units. That cost is expected to be recognized ratable over a weighted average period of 1.9 years. Share-based Compensation Expense Share-based compensation expense was recorded in the following financial statement line items: Year Ended December 31, 2022 2021 2020 Cost of product sales $ 7.3 $ 6.4 $ 8.9 Cost of CDMO services 1.8 1.1 3.5 Research and development 5.4 5.0 8.4 Selling, general and administrative 30.6 29.9 30.2 Total share-based compensation expense $ 45.1 $ 42.4 $ 51.0 Accumulated other comprehensive income (loss), net of tax The following table includes changes in accumulated other comprehensive income (loss), net of tax by component: Defined Benefit Pension Plan Derivative Instruments Foreign Currency Translation Adjustments Total Balance at December 31, 2020 $ (7.7) $ (11.0) $ (6.6) $ (25.3) Other comprehensive income (loss) before reclassifications 4.3 0.7 (1.0) 4.0 Amounts reclassified from accumulated other comprehensive income (loss) (0.6) 5.8 — 5.2 Net current period other comprehensive income (loss) 3.7 6.5 (1.0) 9.2 Balance at December 31, 2021 $ (4.0) $ (4.5) $ (7.6) $ (16.1) Other comprehensive income before reclassifications 8.7 10.8 1.0 20.5 Amounts reclassified from accumulated other comprehensive income (loss) (1.2) (0.1) — (1.3) Net current period other comprehensive income 7.5 10.7 1.0 19.2 Balance at December 31, 2022 $ 3.5 $ 6.2 $ (6.6) $ 3.1 The tables below present the tax effects related to each component of other comprehensive income (loss) : December 31, 2022 December 31, 2021 December 31, 2020 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 $ 8.7 $ (1.2) $ 7.5 $ 4.3 $ (0.6) $ 3.7 $ (5.0) $ 0.7 $ (4.3) Derivative instruments 14.6 (3.9) 10.7 8.9 (2.4) 6.5 (13.0) 3.6 (9.4) Foreign currency translation adjustments 0.6 0.4 1.0 (1.2) 0.2 (1.0) (1.8) 0.1 (1.7) Total adjustments $ 23.9 $ (4.7) $ 19.2 $ 12.0 $ (2.8) $ 9.2 $ (19.8) $ 4.4 $ (15.4) |
Net Income (loss) per common sh
Net Income (loss) per common share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (loss) per common share | Net income (loss) per common share The following table presents the calculation of basic and diluted net income (loss) per common share: Year Ended December 31, 2022 2021 2020 Numerator: Net income (loss) $ (223.8) $ 230.9 $ 305.1 Denominator: Weighted-average number of shares-basic 50.1 53.5 52.7 Dilutive effect of employee incentive plans — 0.6 1.1 Weighted-average number of shares-diluted 50.1 54.1 53.8 Net income (loss) per common share - basic $ (4.47) $ 4.32 $ 5.79 Net income (loss) per common share - diluted $ (4.47) $ 4.27 $ 5.67 Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) 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. No adjustment for the potential dilutive effect of dilutive securities is reported for the year ended December 31, 2022 as the effect would have been anti-dilutive due to the Company's net loss. The following table presents the share-based awards that are not considered in the diluted net income (loss) per common 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, 2022, 2021 and 2020. 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, 2022 2021 2020 Anti-dilutive stock awards 2.8 1.0 — |
Revenue recognition
Revenue recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognition | Revenue recognition The Company operates in two business segments (see Note 16, "Segment information"). The Company's revenues disaggregated by the major sources were as follows: Year Ended December 31, 2022 2021 2020 USG Non-USG Total USG Non-USG Total USG Non-USG Total Product sales $ 445.4 $ 520.8 $ 966.2 $ 530.0 $ 493.9 $ 1,023.9 $ 626.0 $ 363.8 $ 989.8 CDMO: Services — 108.4 108.4 — 334.9 334.9 — 166.7 166.7 Leases — 4.9 4.9 237.6 62.1 299.7 253.3 30.5 283.8 Total CDMO — 113.3 113.3 237.6 397.0 634.6 253.3 197.2 450.5 Contracts and grants 37.2 4.2 41.4 130.2 4.0 134.2 109.2 5.9 115.1 Total revenues $ 482.6 $ 638.3 $ 1,120.9 $ 897.8 $ 894.9 $ 1,792.7 $ 988.5 $ 566.9 $ 1,555.4 For the years ended December 31, 2022, 2021 and 2020, the Company's product sales from Anthrax Vaccines, Nasal Naloxone products, TEMBEXA, ACAM2000 and Other products as a percentage of total product sales were as follows: Year Ended December 31, 2022 2021 2020 % of product sales: Anthrax vaccines 28 % 25 % 38 % Nasal naloxone products 39 % 43 % 31 % TEMBEXA 12 % — % — % ACAM2000 7 % 20 % 20 % Other products 14 % 12 % 11 % For the year ended December 31, 2022 there were two customers in excess of 10% of total revenues. The USG accounted for 43% of total revenues and the second customer accounted for 10% of total revenues. Both customer's revenue is attributable to the Products segment. For the years ended 2021 and 2020, 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, 2022, 2021, and 2020, the Company’s revenues from customers within the United States comprised 79%, 92% and 93%, respectively, of total revenues. Termination of manufacturing services agreement with Janssen Pharmaceuticals, Inc. On July 2, 2020, the Company, through its wholly-owned subsidiary, Emergent Manufacturing Operations Baltimore, LLC, entered into the Agreement with Janssen, one of the Janssen Pharmaceutical Companies of Johnson & Johnson, for large-scale drug substance manufacturing of Johnson & Johnson’s investigational SARS-CoV-2 vaccine, Ad26.COV2-S, recombinant based on the AdVac technology (the “Product”). On June 6, 2022, the Company provided to Janssen a notice (the “Notice”) of material breach of the Agreement for, among other things, failure by Janssen (i) to provide the Company the requisite forecasts of the required quantity of Product to be purchased by Janssen under the Agreement and (ii) to confirm Janssen’s intent to not purchase the requisite minimum quantity of the Product pursuant to the Agreement and instead, wind-down the Agreement ahead of fulfilling these minimum requirements. Later on June 6, 2022, the Company received from Janssen a purported written notice of termination (the “Janssen Notice”) of the Agreement for asserted material breaches of the Agreement by the Company, including alleged failure by the Company to perform its obligations in compliance with current good manufacturing practices ("cGMP") or other applicable laws and regulations and alleged failure by the Company to supply Janssen with the Product. Janssen alleged that the Company’s breaches were not curable and that, therefore, termination of the Agreement would be effective as of July 6, 2022. The Company disputes Janssen's assertions and allegations, including Janssen's ability to effect termination pursuant to the Janssen Notice. The Company and Janssen disagree on the monetary amounts that are due to the Company as a result of termination by any means. The Company believes the amounts due to the Company include, but are not limited to, compensation for services provided, reimbursement for raw materials purchased and non-cancelable orders, and fees for early termination. Janssen has alleged that no additional amount is due to the Company and that the Company should pay Janssen an unspecified amount as a result of the Company's alleged failure to perform under the Agreement. The Company has not recorded any contingent liabilities related to Janssen's allegations as the Company believes they are without merit and intends to vigorously defend the Company's position during the dispute resolution process through arbitration. During the year ended December 31, 2022, there were no impacts on previously recognized revenue or depreciation related to the conclusion of the Agreement. As of December 31, 2022, the Company has no billed or unbilled net accounts receivable related to the Agreement. Because the arbitration process may extend longer than one year, the Company reclassified $127.7 million from "Inventories, net" and $25.0 million from "Prepaid expenses and other current assets" to "Other assets" in the fourth quarter resulting in $152.7 million in long-term assets related to the Janssen Agreement on the consolidated balance sheet as of December 31, 2022. These assets include termination penalties, certain inventory related items and raw materials inventory representing materials purchased for the Agreement which Janssen has not reimbursed. The Company evaluated the net realizable value of the inventory as of December 31, 2022, concluding that because the Agreement specifies the Company is entitled to, among other things, reimbursement of raw materials and non-cancelable orders in the event of a contract termination for any reason, the Company is entitled to payment from Janssen for these raw materials. Additionally, the Company has $6.2 million of non-cancelable orders as of December 31, 2022 which have not been received and Janssen has not reimbursed. BARDA Centers of Innovation and Advanced Development and Manufacturing Agreement In 2020, the Company announced the issuance of a task order under its existing CIADM agreement with BARDA for COVID-19 vaccine development and manufacturing (the "BARDA COVID-19 Development Public Private Partnership"). The BARDA COVID-19 Development Public Private Partnership is considered a lease and is accounted for under ASC 842. The initial task order had a contract value of up to $628.2 million and included the reservation of manufacturing capacity and accelerated expansion of fill/finish capacity valued at $542.7 million and $85.5 million, respectively. Subsequently, the task order was expanded to include incremental capital activities which increased the value to $650.8 million. On November 1, 2021, the Compa ny and BARDA mutually agreed to the completion of the Company's CIADM contract and associated task orders, including the BARDA COVID-19 Development Public Private Partnership. The Company did not recognize lease revenues under this arrangement during the year ended December 31, 2022. Total revenues associated with the base arrangement were $71.3 million and $15.8 million during the years ended December 31, 2021 and December 31, 2020, respectively, 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 December 31, 2020, respectively, and are recorded as CDMO leases 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 2.6 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, 2022, the Company's non-USG lease revenues were $4.9 million, which is included within CDMO leases in the consolidated statement of operations. Excluding future amounts related to the Agreement as discussed above, the Company estimates future operating lease revenues to be $5.1 million in 2023, $0.9 million in 2024, $0.9 million in 2025, and $2.7 million in years beyond 2025. Transaction price allocated to remaining performance obligations As of December 31, 2022, the Company expects future revenues of approximately $378.2 million associated with all arrangements entered into by the Company. The Company expects to recognize a majority of the $378.2 million 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. 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 accounts receivable and deferred costs associated with revenue generating contracts, which are not included in inventory or property, plant and equipment and the Company does not currently have a contractual right to bill, to be contract assets. As of December 31, 2022 and December 31, 2021, the Company had $34.8 million and $21.5 million , respectively, of contract assets recorded within accounts receivable, net 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: Contract Liabilities Balance at December 31, 2020 $ 100.1 Deferral of revenue 279.7 Revenue recognized (363.4) Balance at December 31, 2021 $ 16.4 Deferral of revenue 38.9 Revenue recognized (23.6) Balance at December 31, 2022 $ 31.7 As of December 31, 2022 and 2021, the current portion of contract liabilities was $26.4 million and $11.7 million, respectively, and was included in other current liabilities on the balance sheet. Accounts Receivable and Allowance for Expected Credit Losses Accounts receivable including unbilled accounts receivable contract assets consist of the following: December 31, 2022 2021 Accounts receivable: Billed $ 102.7 $ 228.1 Unbilled 56.4 49.8 Allowance for expected credit losses (0.7) (3.2) Accounts receivable, net $ 158.4 $ 274.7 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company is the lessee for operating corporate leases for offices, R&D facilities and manufacturing facilities. The Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use ("ROU") assets and liabilities. For a discussion of lessor activities, see Note 11, "Revenue recognition". The components of lease expense were as follows: Year Ended December 31, 2022 2021 2020 Operating lease cost: Amortization of right-of-use assets $ 5.6 $ 5.6 $ 4.5 Interest on lease liabilities 1.1 1.3 1.1 Total operating lease cost $ 6.7 $ 6.9 $ 5.6 Operating lease costs are reflected as components of cost of product sales, cost of contract development and manufacturing, research and development expense and selling, general and administrative expense. Supplemental balance sheet information related to leases was as follows: December 31, Leases Classification 2022 2021 Operating lease right-of-use assets Other assets $ 19.4 $ 28.3 Operating lease liabilities, current portion Other current liabilities $ 5.8 $ 5.8 Operating lease liabilities Other liabilities 14.8 24.2 Total operating lease liabilities $ 20.6 $ 30.0 Operating leases: Weighted average remaining lease term (years) 5.9 7.0 Weighted average discount rate 4.1 % 4.1 % During the year ended December 31, 2022, the Company exercised the option to purchase its Rockville manufacturing facility. As a result, the Company removed the related operating lease right-of-use asset and operating lease liability of $3.5 million and $3.4 million, respectively. The purchased assets have been properly included in "Property, plant and equipment, net" on the Company's consolidated balance sheet as of December 31, 2022. The Company's leases have remaining lease terms of less than one year to approximately 11 years, some of which include options to extend the leases for up to five years, and some of which include options to terminate the leases within one year. Lease maturities as of December 31, 2022, are as follows: Year As of 2023 $ 6.5 2024 4.3 2025 2.7 2026 2.3 2027 1.8 Thereafter 5.9 Total undiscounted lease liabilities 23.5 Less: Imputed interest 2.9 Total Lease liabilities $ 20.6 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2022 | |
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 Company establishes valuation allowances for deferred income tax assets in accordance with U.S. GAAP, which provides that such valuation allowances shall be established unless realization of the income tax benefits is more likely than not. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2022, the Company reassessed the valuation allowance and considered negative evidence, including its significant losses in the current year and the substantial doubt about the Company’s ability to continue as a going concern through one year from the date that these financial statements are issued, positive evidence, scheduled reversal of deferred tax liabilities, available taxes in carryback periods, tax planning strategies and projected future taxable income. After assessing both the negative and positive evidence, the Company concluded that it should record a valuation allowance of $43.8 million on its global net operating losses, credits and other deferred tax assets. The global intangible low-tax income (“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, 2022 and 2021. BEAT provisions do not have material impact on the consolidated financial statements. For the year ended December 31, 2022, the Company has evaluated its historical indefinite reinvestment assertion in connection with the Company’s going concern uncertainty. The Company recognized a deferred withholding tax liability for the undistributed earnings of the Company’s international subsidiaries available cash and net working capital in the amount of $4.7 million. All other international subsidiaries’ outside basis differences are indefinitely reinvested. Significant components of income taxes attributable to operations consist of the following: Year Ended December 31, 2022 2021 2020 Current Federal $ (9.6) $ (3.7) $ 62.8 State 2.0 14.9 27.7 International 33.6 28.4 14.0 Total current 26.0 39.6 104.5 Deferred Federal (39.0) 38.0 1.1 State 8.2 4.3 — International 6.9 1.6 (3.5) Total deferred (23.9) 43.9 (2.4) Income tax provision $ 2.1 $ 83.5 $ 102.1 The Company's net deferred tax liability consists of the following: December 31, 2022 2021 Deferred tax assets Federal losses carryforward $ 15.3 $ 7.6 State losses carryforward 5.4 3.3 R&D carryforward 18.4 16.6 Stock compensation 10.1 8.9 Foreign losses carryforward 9.1 10.2 Deferred revenue 2.0 0.4 Inventory reserves 10.5 2.9 Lease liability 4.6 6.5 IRC 263A capitalized costs 5.0 3.9 Capitalized R&D 25.9 — IRC 163(j) Interest Limitation 7.6 — Other 0.7 5.6 Gross deferred tax assets 114.6 65.9 Valuation allowance (68.0) (25.0) Total deferred tax assets 46.6 40.9 Deferred tax liabilities Fixed assets (62.4) (75.1) Intangible assets (46.1) (47.6) Right-of-use asset (4.3) (6.1) Foreign Withholding Tax (4.7) — Other (0.9) (2.8) Total deferred tax liabilities (118.4) (131.6) Net deferred tax liabilities $ (71.8) $ (90.7) As of December 31, 2022, the Company has approximately $73.0 million in U.S. federal net operating loss ("NOL") carryforwards, $36.0 million of NOL’s which will expire in varying amounts in 2031 through 2035 and $37.0 million which will carryforward indefinitely, although, limited to eighty percent of taxable income annually. The Company has U.S. federal tax credit carryforwards of $13.4 million which will expire in 2027 through 2042. As of December 31, 2022, the Company had pre-apportionment state NOLs totaling approximately $1.9 billion primarily in Maryland which will begin to expire in 2025 and post-apportionment NOLs totaling approximately $146.8 million that will begin to expire in 2028. The Company has state R&D tax credit carryforwards of $5.0 million which will expire in 2027 through 2038. The deductibility of such US federal and state net operating losses and credits may be limited. Under Section 382/383 of the Internal Revenue Code of 1986, as amended (the “Code”), and corresponding provisions of state law, if a corporation undergoes an "ownership change," which generally occurs if the percentage of the corporation's stock owned by 5% stockholders increases by more than 50% over a three-year period, the corporation's ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income may be limited. Certain of the net operating loss carryforwards and the credit carryforwards are subject to an annual limitation pursuant to Internal Revenue Code Section 382 and 383 as a result of historical acquisitions. We may experience ownership changes in the future as a result of subsequent shifts in our stock ownership, some of which may be outside of our control, which may further limit our carryforwards. If we determine that an ownership change has occurred and our ability to use our historical NOL and credit carryforwards is materially limited, it would harm our future operating results by effectively increasing our future tax obligations. The Company has approximately $51.5 million in net operating losses from foreign jurisdictions as of December 31, 2022, $14.5 million of losses which will expire in varying amounts in 2022 through 2028 and $37.0 million will carryforward indefinitely. The Company’s valuation allowance increased by $43.0 million due to the Company’s determination that it is not more likely than not to realize its global net deferred income tax assets and the current year losses incurred within the U.S. The valuation allowance has been recorded primarily against the Company's net operating loss and credit carryforwards. 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: Year Ended December 31, 2022 2021 2020 U.S. $ (445.1) $ 112.0 $ 362.0 International 223.4 202.4 45.2 Earnings (Losses) before taxes on income (221.7) 314.4 407.2 Federal tax at statutory rates $ (46.6) $ 65.8 $ 85.5 State taxes, net of federal benefit (10.2) 16.1 23.2 Impact of foreign operations (7.0) (16.8) (7.8) Change in valuation allowance 43.8 4.3 1.5 Tax credits (3.5) (4.7) (7.6) Stock compensation 4.7 (4.9) (7.9) Goodwill Impairments 1.8 8.3 — Adjustment of prior year taxes (0.5) 0.8 (0.7) Transaction costs — 0.3 6.0 Compensation limitation 0.7 2.9 2.2 Unrecognized tax benefit (9.7) 0.3 (0.3) GILTI, net 20.7 11.4 5.4 Foreign withholding tax 4.7 — — Permanent differences 3.2 (0.3) 2.6 Income tax provision (benefit) $ 2.1 $ 83.5 $ 102.1 The effective annual tax rate for the years ended December 31, 2022, 2021, and 2020 was (1)%, 27% and 25%, respectively. The effective annual tax rate of (1)% in 2022 is lower than the statutory rate primarily due to the impact of a valuation allowance charge in the US, state and Foreign Jurisdictions, a charge due the Company’s indefinite reinvestment assertion, goodwill impairment, GILTI, and other permanent items. This is partially offset by tax credits, favorable rates in foreign jurisdictions, and the release of an indemnified unrecognized tax benefit. 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 U.S. CDMO margins, the termination of the CIADM arrangement in the U.S. 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 Company recognizes interest in interest expense and recognizes potential penalties related to unrecognized tax benefits in selling, general and administrative expense, and the total interest and penalties recognized are insignificant. The total unrecognized tax benefits recorded at December 31, 2022 and 2021 of $1.2 million and $9.8 million, respectively, is classified primarily as a non-current liability on the consolidated balance sheets. The table below presents the gross unrecognized tax benefits activity for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 Gross unrecognized tax benefits, beginning of period $ 9.8 $ 9.2 $ 10.4 Increases (decreases) for tax positions for prior years (1.5) 0.4 — Increases for tax positions for current year 0.9 0.2 0.6 Settlements — — (1.8) Lapse of statute of limitations (8.0) — — Gross unrecognized tax benefits, end of period $ 1.2 $ 9.8 $ 9.2 The total gross unrecognized tax benefit of $1.2 million, includes the release of $8.0 million of liability that related to the 2018 acquisition of PaxVax Holdings Company, Ltd. The liability was offset by an indemnification receivable, both of which were released due to a lapse of the statute of limitation during the year. The Company does not anticipate a significant change within the next twelve months for unrecognized tax benefits and when resolved, all of these liabilities would impact the effective tax rate. However, the Company maintains a full valuation allowance as of December 31, 2022 and the recognition of any unrecognized tax benefits would be offset with a change in the valuation allowance and therefore there would be no income statement impact. The Company's federal and state income tax returns for the tax years 2019 and onwards remain open to examination. The Company's tax returns for Canada remain open to examination for the tax years 2014 through 2021. The Company's Irish tax returns remain open to examination for the tax years 2016 through 2021. |
Defined benefit and 401(k) savi
Defined benefit and 401(k) savings plan | 12 Months Ended |
Dec. 31, 2022 | |
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"), which we have agreed to sell as part of our Travel Health business to Bavarian Nordic, described further in Note 18, "Subsequent events". 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 $0.8 million, $2.0 million and $2.4 million reflected as a component of selling, general and administrative expenses for the years ended December 31, 2022, 2021 and 2020, respectively. The funded status of the Swiss Plan is as follows: Year Ended December 31, 2022 2021 Change in Plan Assets: Fair value of plan assets, beginning of period $ 29.3 $ 27.6 Employer contributions 1.5 1.4 Employee contributions 0.9 0.9 Net benefits received 3.4 0.5 Actual return on plan assets (0.4) (0.1) Settlements (5.0) — Currency impact (0.4) (1.0) Fair value of plan assets, end of period $ 29.3 $ 29.3 Change in Benefit Obligation: Projected benefit obligation, beginning of period $ 46.8 $ 49.2 Service cost 1.9 2.4 Interest Cost 0.1 — Employee contributions 0.9 0.9 Actuarial gain (10.0) (4.6) Net benefits received 3.4 0.5 Settlements (5.0) — Currency impact (0.9) (1.6) Projected benefit obligation, end of period $ 37.2 $ 46.8 Funded status, end of period $ (7.9) $ (17.5) Accumulated benefit obligation, end of period $ 34.0 $ 41.8 Components of net periodic pension cost incurred during the years ended December 31, 2022, 2021 and 2020 are as follows: Year Ended December 31, 2022 2021 2020 Service cost $ 1.9 $ 2.4 $ 1.9 Interest cost 0.1 — 0.1 Expected return on plan assets (0.8) (0.8) (0.6) Amortization of loss 0.1 0.6 0.2 Amortization of prior service credit (0.1) (0.2) (0.2) Settlements (0.4) — 1.0 Net periodic benefit cost $ 0.8 $ 2.0 $ 2.4 The weighted average assumptions used to calculate the projected benefit obligations are as follows: December 31, 2022 December 31, 2021 Discount rate 2.1 % 0.3 % Expected rate of return 3.5 % 3.0 % Rate of future compensation increases 1.8 % 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, 2023 is $1.6 million. The following table presents gains (losses) recognized in accumulated other comprehensive income (loss) before income tax related to the Company’s defined benefit pension plans: Year Ended December 31, 2022 2021 Net actuarial gain $ 9.0 $ 5.9 Prior service cost (0.3) (1.3) Total recognized in other comprehensive income (loss) $ 8.7 $ 4.6 Future benefits expected to be paid as of December 31, 2022 are as follows: Year As of 2023 $ 1.8 2024 1.8 2025 2.0 2026 1.9 2027 2.1 Thereafter 27.6 Total $ 37.2 401(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"). 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, 2022, 2021 and 2020, the Company made matching contributions of approximately $8.8 million, $8.9 million and $6.6 million, respectively. |
Purchase commitments
Purchase commitments | 12 Months Ended |
Dec. 31, 2022 | |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
Purchase commitments | Purchase commitments Purchase commitments are agreements to purchase raw materials and services that are enforceable, legally binding, and specify terms that (1) include fixed or minimum quantities to be purchased, (2) include fixed, minimum or variable price provisions and (3) are longer than one year. As of December 31, 2022 the Company has approximately $132.8 million of purchase commitments associated with raw materials and CDMO services that will be purchased in the next five years, of which the Company estimates that approximately $125.7 million will be purchased within the next year. For the years ended December 31, 2022, 2021, and 2020, the Company purchased $199.6 million, $110.7 million and $108.0 million, respectively, of materials and services under these commitments. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment information The Company reports segment information based on the internal reporting used by management for making decisions and assessing performance. During the first quarter of 2022, the Company revised the reporting that the CODM reviews in order to assess Company performance. The CODM manages the business with a focus on two reportable segments: (1) Products segment consisting of the Government - MCM and Commercial product categories and (2) Services segment focused on CDMO services. The Company evaluates the performance of these reportable segments based on revenue and Adjusted Gross Margin, which is a non-GAAP financial measure. Segment revenue includes external customer sales, but it does not include inter-segment services. The Company defines Adjusted Gross Margin as segment revenue less segment cost of sales reduced for significant events, inventory step-up provisions and changes in fair value of contingent consideration. The Company does not allocate research and development, selling, general and administrative costs, amortization of intangibles assets, interest and other income (expense) or taxes to operating segments in the management reporting reviewed by the CODM. The accounting policies for segment reporting are the same as for the Company as a whole. The Company has recast the related historical information for consistency. The Company manages its assets on a total company basis, not by operating segment, as the Company's operating assets are shared or commingled. Therefore, the Company's CODM does not regularly review any asset information by operating segment and, accordingly, the Company does not report asset information by operating segment. The following table includes segment revenues and a reconciliation of the Company's segment adjusted gross margin to the consolidated statement of operations for each of the Company's reporting segments: Year Ended December 31, 2022 2021 2020 Revenues: Products $ 966.2 $ 1,023.9 $ 989.8 Services (1) 113.3 634.6 450.5 Total segment revenues 1,079.5 1,658.5 1,440.3 Contracts and grants revenue 41.4 134.2 115.1 Total revenues $ 1,120.9 $ 1,792.7 $ 1,555.4 Less: Cost of sales: Cost of Products $ 424.1 $ 382.0 $ 392.0 Cost of Services 269.6 375.5 132.0 Total cost of sales $ 693.7 $ 757.5 $ 524.0 Products gross margin $ 542.1 $ 641.9 $ 597.8 Services gross margin (1) $ (156.3) $ 259.1 $ 318.5 Consolidated gross margin (2) $ 385.8 $ 901.0 $ 916.3 Adjustments to gross margin: Products: Changes in fair value of contingent consideration $ 2.6 $ 2.9 $ 31.7 Inventory step-up provision 51.4 — — Products adjusted gross margin $ 596.1 $ 644.8 $ 629.5 Services adjusted gross margin (1) $ (156.3) $ 259.1 $ 318.5 Consolidated adjusted gross margin (3) $ 439.8 $ 903.9 $ 948.0 Other reconciling items: Contracts and grants revenue $ 41.4 $ 134.2 $ 115.1 Adjustments to gross margin (54.0) (2.9) (31.7) Research and development (193.0) (234.0) (234.5) Selling, general and administrative (340.3) (348.4) (303.3) Goodwill impairment (6.7) (41.7) — Amortization of intangible assets (59.9) (58.5) (59.8) Interest expense (37.3) (34.5) (31.3) Other, net (11.7) (3.7) 4.7 Income (loss) before income taxes $ (221.7) $ 314.4 $ 407.2 (1) Services revenue, Services gross margin and Services Adjusted gross margin for the years ended December 31, 2021 and 2020 includes the impact of $237.6 million and $233.3 million , respectively of CDMO leases revenues related to the BARDA COVID-19 Development Public Private Partnership which ended in November 2021. (2) Total segment revenues less total cost of sales. (3) Consolidated gross margin plus adjustments to gross margin. The following table includes depreciation expense for each segment: Year Ended December 31, 2022 2021 2020 Depreciation: Products $ 32.9 $ 27.8 $ 27.2 Services 43.2 28.3 17.3 Other 7.3 6.1 5.6 Total $ 83.4 $ 62.2 $ 50.1 The following table includes revenues by country. Revenues have been attributed based on the location of the customer: Year Ended December 31, 2022 2021 2020 Revenue: United States $ 889.5 $ 1,642.5 $ 1,446.0 Canada 148.6 66.7 46.0 Other 82.8 83.5 63.4 Total revenues $ 1,120.9 $ 1,792.7 $ 1,555.4 The following table included long-lived assets, net by country. Long-lived assets, net includes right-of-use assets, net and property, plant & equipment, net, excluding software, net: December 31, 2022 2021 Long-lived assets, net: United States $ 696.1 $ 705.5 Switzerland 88.1 73.1 Canada 37.5 35.0 Other 5.0 6.0 Total long-lived assets, net $ 826.7 $ 819.6 |
Litigation
Litigation | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | Litigation Securities and shareholder litigation 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 April 20, 2021, May 14, 2021, and June 2, 2021, putative 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. These complaints were filed by Palm Tran, Inc. – Amalgamated Transit Union Local 1577 Pension Plan; Alan I. Roth; and Stephen M. Weiss, respectively. The complaints allege, among other things, that the defendants made false and misleading statements about the Company's manufacturing capabilities with respect to COVID-19 vaccine bulk drug substance (referred to herein as "CDMO Manufacturing Capabilities"). 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 "Federal Securities Class Action"). 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 defendants filed a motion to dismiss on May 19, 2022 and the Lead Plaintiff filed an opposition to that motion on July 19, 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. On June 29, 2021, Lincolnshire Police Pension Fund (“Lincolnshire”), and on August 16, 2021, Pooja Sayal, filed putative shareholder derivative lawsuits in the United States District Court for the District of Maryland on behalf of the Company against certain of the Company's current and former officers and directors for breach of fiduciary duties, waste of corporate assets, and unjust enrichment, each allegation related to the CDMO Manufacturing Capabilities. In addition to monetary damages, the complaints seek the implementation of multiple corporate governance and internal policy changes. On November 16, 2021, the cases were consolidated under the caption In re Emergent BioSolutions Inc. Stockholder Derivative Litigation, Master Case No. 8:21-cv-01595-PWG. On January 3, 2022, the Lincolnshire complaint was designated as the operative complaint in the consolidated action. On April 13, 2022 the Court approved the parties joint stipulation to and stay of the proceedings and discovery until the close of fact discovery in the Federal Securities Class Action. 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 shareholder 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, respectively, 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 CDMO Manufacturing Capabilities. 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. On March 4, 2022, the defendants’ filed a motion to dismiss the complaint. Ruling on this motion is stayed pursuant to a March 29, 2022 order staying all proceedings pending a final, non-appealable judgment in the Federal Securities Class Action. On December 3, 2021, December 22, 2021 and January 18, 2022, putative shareholder 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 federal securities laws, each allegation related to the CDMO Manufacturing Capabilities. The complaints seek monetary and punitive damages. On February 22, 2022, the Court entered an order consolidating these actions under case number C-15-21-CV-000496. On March 9, 2022, the parties filed a Joint Stipulation of Stay of Proceedings and Discovery, pursuant to which the parties agreed to stay all proceedings until 30 calendar days after a ruling on the defendants’ motion to dismiss the Federal Securities Class Action. The Court approved the Joint Stipulation on March 14, 2022. In addition to the above actions, the Company has received inquiries and subpoenas to produce documents related to these matters from the Department of Justice, the SEC, the Maryland Attorney General’s Office, and the New York Attorney General’s Office. The Company produced or is producing documents as required in response and will continue to cooperate with these government inquiries. The Company also received inquiries and subpoenas from Representative Carolyn Maloney and Representative Jim Clyburn, members of the House Committee on Oversight and Reform and the Select Subcommittee on the Coronavirus Crisis and Senator Murray of the Committee on Health, Education, Labor and Pensions. The Company produced documents and provided testimony and briefings as requested in response to these inquiries. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent events 2023 Organizational Restructuring Plan On January 9, 2023, the Company announced an organizational restructuring plan (the “Plan”) intended to reduce operating costs, improve operating margins, and continue advancing the Company’s ongoing commitment to profitable growth. The Plan includes a reduction of the Company’s current workforce by approximately five percent. Decisions regarding the elimination of positions are subject to local law and consultation requirements in certain countries, as well as the Company’s business needs. The Company estimates that it will incur approximately $9.0 million to $11.0 million in charges in connection with the Plan, which it expects to incur in the first quarter of fiscal 2023. These charges consist primarily of charges related to employee transition, severance payments, employee benefits, and share-based compensation. Agreement to Sell Travel Business On February 15, 2023, we entered into the Sale Agreement with Bavarian Nordic, under which we agreed to sell our travel health business, including rights to Vaxchora and Vivotif, as well as our development-stage chikungunya vaccine candidate CHIKV VLP, our manufacturing site in Bern, Switzerland and certain of our development facilities in San Diego, California for a cash purchase price of $270.0 million, subject to certain customary adjustments. In addition, we may receive milestone payments of up to $80.0 million related to the development of CHIKV VLP and receipt of marketing approval and authorization in the U.S. and Europe, and sales-based milestones payments of up to $30.0 million based on aggregate net sales of Vaxchora and Vivotif in calendar year 2026. Approximately 280 employees are expected to join Bavarian Nordic as part of the transaction. The transaction is expected to close in the second quarter of 2023, subject to certain customary closing conditions, including (1) the expiration or earlier termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (2) receipt of required clearances and approvals under Spain’s competition laws, (3) receipt of certain Swiss real property approvals, (4) no material adverse effect having occurred with respect to the Business, and (5) certain other customary conditions. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 Inventory allowance $ 42.7 79.1 (40.5) $ 81.3 Prepaid expenses and other current assets allowance $ 3.7 3.9 (0.5) $ 7.1 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 |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation and consolidation | Our financial statements are prepared in conformity with U.S. generally accepted accounting principles ("GAAP"). 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. Reclassifications of certain prior period amounts have been made to conform to the current period presentation. During the year ended December 31, 2022, the Company revised the reporting that the chief operating decision maker ("the CODM") reviews in order to assess Company performance. The CODM manages the business with a focus on two reportable segments: (1) Products segment consisting of Government - MCM and Commercial products and (2) Services segment focused on CDMO services. |
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), interest-rate swap arrangements and time deposits (Level 2) and contingent purchase consideration (Level 3) 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 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 credit losses 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 2023 through 2036. The Company has derived a significant portion of its revenue from sales of our Government - MCM products 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 and other medical countermeasures products are subject to unilateral termination or modification by the government. The Company may fail to achieve significant sales of its medical countermeasures products, including 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. In 2022, we filed our supplemental New Drug Application for NARCAN® (naloxone HCI) Nasal Spray, as an over-the-counter emergency treatment which if approved would further broaden our customer base. Our CDMO customers are generally third-party pharmaceutical companies. Refer to Footnote 11, "Revenue recognition" for more information regarding significant customers. 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 43%, 50% and 64% of total revenues for 2022, 2021 and 2020, respectively. The Company’s accounts receivable as of December 31, 2022 and 2021, 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 |
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 short-dated, contaminated or 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 combinations 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 research and development ("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 at interim 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 5, "Intangible assets and goodwill). 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. The Company's acquisitions accounted for as asset acquisitions may also include contingent consideration payments to be made for sales-based royalties, sales-based milestones and development and regulatory milestones. The Company assesses whether such contingent consideration meets the definition of a derivative. Contingent consideration payments in an asset acquisition not required to be accounted for as derivatives are recognized when the contingency is resolved, and the consideration is paid or becomes payable. Contingent consideration payments required to be accounted for as derivatives are recorded at fair value on the date of the acquisition and are subsequently remeasured to fair value at each reporting date. |
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 $0.4 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 $0.4 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 year ended December 31, 2022. 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 intended for use and used in clinical trials and R&D. |
Comprehensive Income (loss) | Comprehensive income (loss) is comprised of net income (loss) and other changes in equity that are excluded from net income (loss). 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 (loss) as well as gains and losses on its pension benefit obligation and derivative instruments. |
Translation and Remeasurement 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 (loss) and are recorded in accumulated other comprehensive income (loss), 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 remeasured at the rate of exchange in effect on the date assets were acquired while monetary assets and liabilities are remeasured at current rates of exchange as of the balance sheet date. Income and expense items are remeasured at the average foreign currency rates for the period. Remeasurement adjustments of these subsidiaries are included in other income (expense), net in our consolidated statements of operations. |
Net Income (loss) per common share | Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed using the treasury method by dividing net income (loss) 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 Fourth Amended and Restated Emergent BioSolutions Inc. 2006 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. For all of our share-based awards, the Company recognizes forfeitures and compensation costs when they occur. 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 adjusted each reporting period 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 (loss), 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 payments of variable interest rate debt under its senior secured credit agreements. 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 (loss) and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income (loss) 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. The valuation of the interest rate swaps is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each interest rate swap. This analysis reflects the contractual terms of the interest rate swaps, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments (or receipts) and the discounted expected variable cash receipts (or payments). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with the provisions of ASC 820, Fair Value Measurement, the Company incorporates credit valuation adjustments in the fair value measurements to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk. These credit valuation adjustments were concluded to not be significant inputs for the fair value calculations for the periods presented. In adjusting the fair value of the Company's derivative contracts for the effect of nonperformance risk, it has considered the impact of netting and any applicable credit enhancements, such as the posting of collateral, thresholds, mutual puts and guarantees. The valuation of interest rate swaps fall into Level 2 in the fair value hierarchy. See Note 7, "Derivative instruments" for further details on the interest rate swaps. |
New Accounting Standards | Recently Adopted Accounting Standards Accounting Standards Update ("ASU") 2020-04 (ASU 2020-04), Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In March 2020, the Financial Accounting Standards Board issued ASU 2020-04, which was further amended in January 2021. ASU 2020-04 provides relief for impacted areas as it relates to impending reference rate reform. It contains optional expedients and exceptions to debt arrangements, contracts, hedging relationships, and other areas or transactions that are impacted by reference rate reform. This guidance is effective upon issuance for all entities and elections of certain optional expedients are required to apply the provisions of the guidance. The Company adopted ASU 2020-04 during the year ended December 31, 2022 with no material impact to our consolidated financial statements. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Land and improvements $ 54.9 $ 52.1 Buildings, building improvements and leasehold improvements 327.9 269.7 Furniture and equipment 567.5 513.5 Software 65.6 60.7 Construction-in-progress 185.5 223.2 Property, plant and equipment, gross 1,201.4 1,119.2 Less: Accumulated depreciation and amortization (383.8) (319.1) Total property, plant and equipment, net $ 817.6 $ 800.1 |
Inventories, net (Tables)
Inventories, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories, net consist of the following: December 31, 2022 2021 Raw materials and supplies $ 143.4 $ 217.5 Work-in-process 116.2 95.8 Finished goods 92.2 37.5 Total inventories, net (1) $ 351.8 $ 350.8 1) During the year ended December 31, 2022, the Company acquired certain assets through an asset acquisition, the Transaction, and the related inventories of $28.6 million were included in the Company's inventories balances as of December 31, 2022. |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Land and improvements $ 54.9 $ 52.1 Buildings, building improvements and leasehold improvements 327.9 269.7 Furniture and equipment 567.5 513.5 Software 65.6 60.7 Construction-in-progress 185.5 223.2 Property, plant and equipment, gross 1,201.4 1,119.2 Less: Accumulated depreciation and amortization (383.8) (319.1) Total property, plant and equipment, net $ 817.6 $ 800.1 |
Intangible assets and goodwill
Intangible assets and goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 goodwill, consisted of the following: December 31, 2022 December 31, 2021 Weighted Average Useful Life in Years Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Products (1)(2) 14.4 $ 982.1 $ 253.3 $ 728.8 $ 798.0 $ 193.5 $ 604.5 Customer relationships 0.0 28.6 28.6 — 28.6 28.6 — CDMO 0.0 5.5 5.5 — 5.5 5.4 0.1 Total intangible assets 14.4 $ 1,016.2 $ 287.4 $ 728.8 $ 832.1 $ 227.5 $ 604.6 (1) During the year ended December 31, 2022, the Company acquired certain assets through asset acquisitions, and the related intangible assets were assigned to the "Products" asset type, of which $156.9 million was related to the Transaction. (2) During the year ended December 31, 2022, the Company acquired certain assets through a royalty settlement, and the related intangible assets of $21.8 million were assigned to the "Products" asset type. |
Summary of Future Amortization Expense | The Company estimates its future amortization expense for our intangible assets as follows: Year As of 2023 $ 71.5 2024 71.5 2025 71.5 2026 70.2 2027 67.0 Thereafter 377.1 Total remaining amortization $ 728.8 |
Summary of Goodwill | The table below summarizes the changes in the carrying amount of goodwill by reportable segment: Products (1) Services (2) Total Balance at December 31, 2020 $ 260.0 $ 6.7 $ 266.7 Goodwill impairment (41.7) — (41.7) Foreign currency translation adjustment (0.1) — (0.1) Balance at December 31, 2021 $ 218.2 $ 6.7 $ 224.9 Goodwill impairment — (6.7) (6.7) Foreign currency translation adjustment — — — Balance at December 31, 2022 $ 218.2 $ — $ 218.2 (1) Amounts for the Company's Products segment include gross carrying values of $259.9 million as of December 31, 2022 and 2021, and $260.0 million as of December 31, 2020, and accumulated impairment losses of $41.7 million representing the aggregate impairment charges for the years ended December 31, 2022, 2021 and 2020. (2) Amounts for the Company's Services segment include gross carrying values of $6.7 million as of December 31, 2022, 2021, and 2020, and accumulated impairment losses of $6.7 million representing the aggregate impairment charges for the year ended December 31, 2022. |
Fair value measurements (Tables
Fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | The table below presents information about the Company's 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, 2022 December 31, 2021 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Money market accounts $ 320.8 $ 320.8 $ — $ — $ 152.4 $ 152.4 $ — $ — Time deposits 170.7 — 170.7 — 200.0 — 200.0 — Derivative instruments $ 8.5 $ — $ 8.5 $ — $ — $ — $ — $ — Total $ 500.0 $ 320.8 $ 179.2 $ — $ 352.4 $ 152.4 $ 200.0 $ — Liabilities: Contingent consideration $ 6.8 $ — $ — $ 6.8 $ 37.2 $ — $ — $ 37.2 Derivative instruments — — — — 6.1 — 6.1 — Total $ 6.8 $ — $ — $ 6.8 $ 43.3 $ — $ 6.1 $ 37.2 |
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, 2022, 2021 and 2020. Contingent Consideration 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 Expense included in earnings 2.6 Settlements (33.0) Balance at December 31, 2022 $ 6.8 |
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, 2022 Valuation Technique Unobservable Input Range Royalty based $6.8 million Discounted cash flow Discount rate 9.9% Probability of payment 25.0% - 50.0% Projected year of payment 2023 - 2028 |
Derivative Instruments and he_2
Derivative Instruments and hedging activities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | As of December 31, 2022, the Company had the following outstanding interest rate swap derivatives that were designated as cash flow hedges of interest rate risk: 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. Fair Value of Asset Derivatives Fair Value of Liability Derivatives December 31, December 31 Balance Sheet Location 2022 2021 Balance Sheet Location 2022 2021 Interest Rate Swaps Other Current Assets $ 8.5 $ — Other Current Liabilities $ — $ 4.5 Other Assets $ — $ — Other Liabilities $ — $ 1.6 |
Derivative Instruments, Gain (Loss) | The table below presents the effect of cash flow hedge accounting on accumulated other comprehensive income (loss): Cumulative Amount of Gain/(Loss) Recognized in OCI on Derivatives Location of Loss Reclassified from Accumulated OCI(L) into Income (Loss) Amount of Loss Reclassified from Accumulated OCI(L) into Income (Loss) December 31, Year Ended December 31, 2022 2021 2022 2021 Interest Rate Swaps $ 8.5 $ (6.1) Interest expense $ (0.1) $ (5.8) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The components of debt are as follows: December 31, 2022 2021 Senior secured credit agreement - Term loan due 2023 $ 362.8 $ 396.6 Senior secured credit agreement - Revolver loan due 2023 598.0 — 3.875% Senior Unsecured Notes due 2028 450.0 450.0 Other 3.0 3.0 Total debt $ 1,413.8 $ 849.6 Current portion of long-term debt, net of debt issuance costs (957.3) (31.6) Unamortized debt issuance costs (8.0) (8.5) Non-current portion of debt $ 448.5 $ 809.4 |
Summary of Future Debt Payments of Long-Term Indebtedness | Future debt payments of long-term indebtedness are as follows: Year As of 2023 $ 961.5 2024 0.3 2025 — 2026 2.0 2027 — Thereafter 450.0 Total debt $ 1,413.8 |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Class of Treasury Stock | The following table details our stock repurchases under the Share Repurchase Program: Year Ended December 31, 2022 2021 Shares of common stock repurchased 1.8 2.6 Average price paid per share $ 42.36 $ 42.67 Total cost $ 75.5 $ 112.6 |
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, 2022 2021 2020 Expected dividend yield 0 % 0 % 0 % Expected volatility 54%-62% 47-48% 39-48% Risk-free interest rate 1.54%-4.31% 0.43-0.94% 0.27-1.42% 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: Number of Shares Weighted-Average Exercise Price Weighted Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value Stock options outstanding at December 31, 2021 1.2 $ 60.83 $ 3.0 Stock options granted 0.7 $ 39.11 Stock options exercised — $ 27.71 Stock options forfeited (0.2) $ 64.66 Stock options outstanding at December 31, 2022 1.7 $ 51.74 4.1 $ — Stock options exercisable at December 31, 2022 0.8 $ 54.14 2.3 $ — |
Schedule of Nonvested Restricted Stock Units Activity | The following is a summary of performance stock unit and restricted stock unit award activity under the Emergent Plan: Number of Shares Weighted-Average Grant Date Fair Value Aggregate Stock awards outstanding at December 31, 2021 1.1 $ 70.82 $ 47.6 Stock awards granted (1) 1.9 $ 34.49 Stock awards released (0.5) $ 67.48 Stock awards forfeited (1) (0.3) $ 55.46 Stock awards outstanding at December 31, 2022 2.2 $ 42.30 $ 25.8 (1) Performance stock units granted and forfeited during the year ended December 31, 2022 are included at the target payout percentage, or 100%, of shares granted. |
Summary of Stock-Based Compensation Expense | Share-based compensation expense was recorded in the following financial statement line items: Year Ended December 31, 2022 2021 2020 Cost of product sales $ 7.3 $ 6.4 $ 8.9 Cost of CDMO services 1.8 1.1 3.5 Research and development 5.4 5.0 8.4 Selling, general and administrative 30.6 29.9 30.2 Total share-based compensation expense $ 45.1 $ 42.4 $ 51.0 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table includes changes in accumulated other comprehensive income (loss), net of tax by component: Defined Benefit Pension Plan Derivative Instruments Foreign Currency Translation Adjustments Total Balance at December 31, 2020 $ (7.7) $ (11.0) $ (6.6) $ (25.3) Other comprehensive income (loss) before reclassifications 4.3 0.7 (1.0) 4.0 Amounts reclassified from accumulated other comprehensive income (loss) (0.6) 5.8 — 5.2 Net current period other comprehensive income (loss) 3.7 6.5 (1.0) 9.2 Balance at December 31, 2021 $ (4.0) $ (4.5) $ (7.6) $ (16.1) Other comprehensive income before reclassifications 8.7 10.8 1.0 20.5 Amounts reclassified from accumulated other comprehensive income (loss) (1.2) (0.1) — (1.3) Net current period other comprehensive income 7.5 10.7 1.0 19.2 Balance at December 31, 2022 $ 3.5 $ 6.2 $ (6.6) $ 3.1 |
Comprehensive Income (Loss) | The tables below present the tax effects related to each component of other comprehensive income (loss) : December 31, 2022 December 31, 2021 December 31, 2020 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 $ 8.7 $ (1.2) $ 7.5 $ 4.3 $ (0.6) $ 3.7 $ (5.0) $ 0.7 $ (4.3) Derivative instruments 14.6 (3.9) 10.7 8.9 (2.4) 6.5 (13.0) 3.6 (9.4) Foreign currency translation adjustments 0.6 0.4 1.0 (1.2) 0.2 (1.0) (1.8) 0.1 (1.7) Total adjustments $ 23.9 $ (4.7) $ 19.2 $ 12.0 $ (2.8) $ 9.2 $ (19.8) $ 4.4 $ (15.4) |
Net Income (loss) per common _2
Net Income (loss) per common share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 (loss) per common share: Year Ended December 31, 2022 2021 2020 Numerator: Net income (loss) $ (223.8) $ 230.9 $ 305.1 Denominator: Weighted-average number of shares-basic 50.1 53.5 52.7 Dilutive effect of employee incentive plans — 0.6 1.1 Weighted-average number of shares-diluted 50.1 54.1 53.8 Net income (loss) per common share - basic $ (4.47) $ 4.32 $ 5.79 Net income (loss) per common share - diluted $ (4.47) $ 4.27 $ 5.67 |
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 (loss) per common 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, 2022, 2021 and 2020. 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, 2022 2021 2020 Anti-dilutive stock awards 2.8 1.0 — |
Revenue recognition (Tables)
Revenue recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | The Company's revenues disaggregated by the major sources were as follows: Year Ended December 31, 2022 2021 2020 USG Non-USG Total USG Non-USG Total USG Non-USG Total Product sales $ 445.4 $ 520.8 $ 966.2 $ 530.0 $ 493.9 $ 1,023.9 $ 626.0 $ 363.8 $ 989.8 CDMO: Services — 108.4 108.4 — 334.9 334.9 — 166.7 166.7 Leases — 4.9 4.9 237.6 62.1 299.7 253.3 30.5 283.8 Total CDMO — 113.3 113.3 237.6 397.0 634.6 253.3 197.2 450.5 Contracts and grants 37.2 4.2 41.4 130.2 4.0 134.2 109.2 5.9 115.1 Total revenues $ 482.6 $ 638.3 $ 1,120.9 $ 897.8 $ 894.9 $ 1,792.7 $ 988.5 $ 566.9 $ 1,555.4 |
Schedules of Concentration of Risk, by Risk Factor | For the years ended December 31, 2022, 2021 and 2020, the Company's product sales from Anthrax Vaccines, Nasal Naloxone products, TEMBEXA, ACAM2000 and Other products as a percentage of total product sales were as follows: Year Ended December 31, 2022 2021 2020 % of product sales: Anthrax vaccines 28 % 25 % 38 % Nasal naloxone products 39 % 43 % 31 % TEMBEXA 12 % — % — % ACAM2000 7 % 20 % 20 % Other products 14 % 12 % 11 % |
Summary of Deferred Revenue Contract Liabilities | The following table presents the roll forward of the contract liabilities: Contract Liabilities Balance at December 31, 2020 $ 100.1 Deferral of revenue 279.7 Revenue recognized (363.4) Balance at December 31, 2021 $ 16.4 Deferral of revenue 38.9 Revenue recognized (23.6) Balance at December 31, 2022 $ 31.7 |
Schedule of Accounts Receivable, Net | Accounts receivable including unbilled accounts receivable contract assets consist of the following: December 31, 2022 2021 Accounts receivable: Billed $ 102.7 $ 228.1 Unbilled 56.4 49.8 Allowance for expected credit losses (0.7) (3.2) Accounts receivable, net $ 158.4 $ 274.7 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Lease Expense Cost | The components of lease expense were as follows: Year Ended December 31, 2022 2021 2020 Operating lease cost: Amortization of right-of-use assets $ 5.6 $ 5.6 $ 4.5 Interest on lease liabilities 1.1 1.3 1.1 Total operating lease cost $ 6.7 $ 6.9 $ 5.6 |
Schedule of Leases Supplemental Balance Sheets | December 31, Leases Classification 2022 2021 Operating lease right-of-use assets Other assets $ 19.4 $ 28.3 Operating lease liabilities, current portion Other current liabilities $ 5.8 $ 5.8 Operating lease liabilities Other liabilities 14.8 24.2 Total operating lease liabilities $ 20.6 $ 30.0 Operating leases: Weighted average remaining lease term (years) 5.9 7.0 Weighted average discount rate 4.1 % 4.1 % |
Lessee, Operating Lease, Liability, Maturity | Lease maturities as of December 31, 2022, are as follows: Year As of 2023 $ 6.5 2024 4.3 2025 2.7 2026 2.3 2027 1.8 Thereafter 5.9 Total undiscounted lease liabilities 23.5 Less: Imputed interest 2.9 Total Lease liabilities $ 20.6 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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: Year Ended December 31, 2022 2021 2020 Current Federal $ (9.6) $ (3.7) $ 62.8 State 2.0 14.9 27.7 International 33.6 28.4 14.0 Total current 26.0 39.6 104.5 Deferred Federal (39.0) 38.0 1.1 State 8.2 4.3 — International 6.9 1.6 (3.5) Total deferred (23.9) 43.9 (2.4) Income tax provision $ 2.1 $ 83.5 $ 102.1 |
Schedule of Deferred Tax Assets and Liabilities | The Company's net deferred tax liability consists of the following: December 31, 2022 2021 Deferred tax assets Federal losses carryforward $ 15.3 $ 7.6 State losses carryforward 5.4 3.3 R&D carryforward 18.4 16.6 Stock compensation 10.1 8.9 Foreign losses carryforward 9.1 10.2 Deferred revenue 2.0 0.4 Inventory reserves 10.5 2.9 Lease liability 4.6 6.5 IRC 263A capitalized costs 5.0 3.9 Capitalized R&D 25.9 — IRC 163(j) Interest Limitation 7.6 — Other 0.7 5.6 Gross deferred tax assets 114.6 65.9 Valuation allowance (68.0) (25.0) Total deferred tax assets 46.6 40.9 Deferred tax liabilities Fixed assets (62.4) (75.1) Intangible assets (46.1) (47.6) Right-of-use asset (4.3) (6.1) Foreign Withholding Tax (4.7) — Other (0.9) (2.8) Total deferred tax liabilities (118.4) (131.6) Net deferred tax liabilities $ (71.8) $ (90.7) |
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: Year Ended December 31, 2022 2021 2020 U.S. $ (445.1) $ 112.0 $ 362.0 International 223.4 202.4 45.2 Earnings (Losses) before taxes on income (221.7) 314.4 407.2 Federal tax at statutory rates $ (46.6) $ 65.8 $ 85.5 State taxes, net of federal benefit (10.2) 16.1 23.2 Impact of foreign operations (7.0) (16.8) (7.8) Change in valuation allowance 43.8 4.3 1.5 Tax credits (3.5) (4.7) (7.6) Stock compensation 4.7 (4.9) (7.9) Goodwill Impairments 1.8 8.3 — Adjustment of prior year taxes (0.5) 0.8 (0.7) Transaction costs — 0.3 6.0 Compensation limitation 0.7 2.9 2.2 Unrecognized tax benefit (9.7) 0.3 (0.3) GILTI, net 20.7 11.4 5.4 Foreign withholding tax 4.7 — — Permanent differences 3.2 (0.3) 2.6 Income tax provision (benefit) $ 2.1 $ 83.5 $ 102.1 |
Schedule of Unrecognized Tax Benefits Activity | The table below presents the gross unrecognized tax benefits activity for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 Gross unrecognized tax benefits, beginning of period $ 9.8 $ 9.2 $ 10.4 Increases (decreases) for tax positions for prior years (1.5) 0.4 — Increases for tax positions for current year 0.9 0.2 0.6 Settlements — — (1.8) Lapse of statute of limitations (8.0) — — Gross unrecognized tax benefits, end of period $ 1.2 $ 9.8 $ 9.2 |
Defined benefit and 401(k) sa_2
Defined benefit and 401(k) savings plan (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Summary of Funded Status of the Swiss Plan | The funded status of the Swiss Plan is as follows: Year Ended December 31, 2022 2021 Change in Plan Assets: Fair value of plan assets, beginning of period $ 29.3 $ 27.6 Employer contributions 1.5 1.4 Employee contributions 0.9 0.9 Net benefits received 3.4 0.5 Actual return on plan assets (0.4) (0.1) Settlements (5.0) — Currency impact (0.4) (1.0) Fair value of plan assets, end of period $ 29.3 $ 29.3 Change in Benefit Obligation: Projected benefit obligation, beginning of period $ 46.8 $ 49.2 Service cost 1.9 2.4 Interest Cost 0.1 — Employee contributions 0.9 0.9 Actuarial gain (10.0) (4.6) Net benefits received 3.4 0.5 Settlements (5.0) — Currency impact (0.9) (1.6) Projected benefit obligation, end of period $ 37.2 $ 46.8 Funded status, end of period $ (7.9) $ (17.5) Accumulated benefit obligation, end of period $ 34.0 $ 41.8 |
Components of Net Periodic Pension Cost | Components of net periodic pension cost incurred during the years ended December 31, 2022, 2021 and 2020 are as follows: Year Ended December 31, 2022 2021 2020 Service cost $ 1.9 $ 2.4 $ 1.9 Interest cost 0.1 — 0.1 Expected return on plan assets (0.8) (0.8) (0.6) Amortization of loss 0.1 0.6 0.2 Amortization of prior service credit (0.1) (0.2) (0.2) Settlements (0.4) — 1.0 Net periodic benefit cost $ 0.8 $ 2.0 $ 2.4 |
Schedule of Weighted Average Assumptions | The weighted average assumptions used to calculate the projected benefit obligations are as follows: December 31, 2022 December 31, 2021 Discount rate 2.1 % 0.3 % Expected rate of return 3.5 % 3.0 % Rate of future compensation increases 1.8 % 1.4 % |
Schedule of Accumulated Other Comprehensive Loss Before Income Tax | The following table presents gains (losses) recognized in accumulated other comprehensive income (loss) before income tax related to the Company’s defined benefit pension plans: Year Ended December 31, 2022 2021 Net actuarial gain $ 9.0 $ 5.9 Prior service cost (0.3) (1.3) Total recognized in other comprehensive income (loss) $ 8.7 $ 4.6 |
Schedule of Expected Future Benefits Payments | Future benefits expected to be paid as of December 31, 2022 are as follows: Year As of 2023 $ 1.8 2024 1.8 2025 2.0 2026 1.9 2027 2.1 Thereafter 27.6 Total $ 37.2 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The following table includes segment revenues and a reconciliation of the Company's segment adjusted gross margin to the consolidated statement of operations for each of the Company's reporting segments: Year Ended December 31, 2022 2021 2020 Revenues: Products $ 966.2 $ 1,023.9 $ 989.8 Services (1) 113.3 634.6 450.5 Total segment revenues 1,079.5 1,658.5 1,440.3 Contracts and grants revenue 41.4 134.2 115.1 Total revenues $ 1,120.9 $ 1,792.7 $ 1,555.4 Less: Cost of sales: Cost of Products $ 424.1 $ 382.0 $ 392.0 Cost of Services 269.6 375.5 132.0 Total cost of sales $ 693.7 $ 757.5 $ 524.0 Products gross margin $ 542.1 $ 641.9 $ 597.8 Services gross margin (1) $ (156.3) $ 259.1 $ 318.5 Consolidated gross margin (2) $ 385.8 $ 901.0 $ 916.3 Adjustments to gross margin: Products: Changes in fair value of contingent consideration $ 2.6 $ 2.9 $ 31.7 Inventory step-up provision 51.4 — — Products adjusted gross margin $ 596.1 $ 644.8 $ 629.5 Services adjusted gross margin (1) $ (156.3) $ 259.1 $ 318.5 Consolidated adjusted gross margin (3) $ 439.8 $ 903.9 $ 948.0 Other reconciling items: Contracts and grants revenue $ 41.4 $ 134.2 $ 115.1 Adjustments to gross margin (54.0) (2.9) (31.7) Research and development (193.0) (234.0) (234.5) Selling, general and administrative (340.3) (348.4) (303.3) Goodwill impairment (6.7) (41.7) — Amortization of intangible assets (59.9) (58.5) (59.8) Interest expense (37.3) (34.5) (31.3) Other, net (11.7) (3.7) 4.7 Income (loss) before income taxes $ (221.7) $ 314.4 $ 407.2 (1) Services revenue, Services gross margin and Services Adjusted gross margin for the years ended December 31, 2021 and 2020 includes the impact of $237.6 million and $233.3 million , respectively of CDMO leases revenues related to the BARDA COVID-19 Development Public Private Partnership which ended in November 2021. (2) Total segment revenues less total cost of sales. (3) Consolidated gross margin plus adjustments to gross margin. |
Schedule of Segment Reporting Information, by Segment | The following table includes depreciation expense for each segment: Year Ended December 31, 2022 2021 2020 Depreciation: Products $ 32.9 $ 27.8 $ 27.2 Services 43.2 28.3 17.3 Other 7.3 6.1 5.6 Total $ 83.4 $ 62.2 $ 50.1 |
Revenue from External Customers by Geographic Areas | The following table includes revenues by country. Revenues have been attributed based on the location of the customer: Year Ended December 31, 2022 2021 2020 Revenue: United States $ 889.5 $ 1,642.5 $ 1,446.0 Canada 148.6 66.7 46.0 Other 82.8 83.5 63.4 Total revenues $ 1,120.9 $ 1,792.7 $ 1,555.4 |
Long-Lived Assets by Geographic Areas | The following table included long-lived assets, net by country. Long-lived assets, net includes right-of-use assets, net and property, plant & equipment, net, excluding software, net: December 31, 2022 2021 Long-lived assets, net: United States $ 696.1 $ 705.5 Switzerland 88.1 73.1 Canada 37.5 35.0 Other 5.0 6.0 Total long-lived assets, net $ 826.7 $ 819.6 |
Nature of the business and or_2
Nature of the business and organization (Details) treatmentCourse in Millions, $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) segment category product productCandidate Category treatmentCourse | |
Asset Acquisition [Line Items] | |
Number of categories of public health threats | category | 5 |
Number of revenue generating products | product | 13 |
Number of product candidates | productCandidate | 1 |
Number of product and service categories | Category | 3 |
Number of reportable segments | segment | 2 |
Number of operating segments | segment | 2 |
Chimerix Asset Acquisition | |
Asset Acquisition [Line Items] | |
Payments to acquire productive assets | $ 238 |
Finite-lived intangible assets acquired | 156.9 |
Asset acquisition, inventory acquired | $ 82.3 |
Asset acquisition, domestic royalty percentage | 20% |
Asset acquisition, treatment volume threshold | treatmentCourse | 1.7 |
Asset acquisition, international royalty percentage | 15% |
Chimerix Asset Acquisition | Milestone Payments | |
Asset Acquisition [Line Items] | |
Asset acquisition, consideration transferred, contingent consideration | $ 124 |
Chimerix Asset Acquisition | Regulatory Milestones | |
Asset Acquisition [Line Items] | |
Asset acquisition, consideration transferred, contingent consideration | $ 12.5 |
Summary of significant accoun_4
Summary of significant accounting policies - Basis of presentation and consolidation (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Summary of significant accoun_5
Summary of significant accounting policies - Going Concern (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||
Long-term debt | $ 1,413,800,000 | $ 849,600,000 | ||
Cash and cash equivalents | 642,600,000 | 576,100,000 | $ 621,300,000 | |
Forecast | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Restructuring and related cost, number of positions eliminated, period percent | 5% | |||
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 598,000,000 | 0 | ||
Term Loan | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 362,800,000 | $ 396,600,000 |
Summary of significant accoun_6
Summary of significant accounting policies - Concentration Risk (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer | Customer Concentration Risk | USG | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 43% | 50% | 64% |
Summary of significant accoun_7
Summary of significant accounting policies - Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
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_8
Summary of significant accounting policies - Accounting for Stock-based Compensation (Details) | 12 Months Ended |
Dec. 31, 2022 plan | |
Accounting Policies [Abstract] | |
Number of stock based employee compensation plans | 1 |
Contractual life of awards | 7 years |
Inventories, net - Schedule of
Inventories, net - Schedule of Inventories (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Raw materials and supplies | $ 143.4 | $ 217.5 |
Work-in-process | 116.2 | 95.8 |
Finished goods | 92.2 | 37.5 |
Total inventories, net | 351.8 | $ 350.8 |
Chimerix Asset Acquisition | ||
Inventory [Line Items] | ||
Total inventories, net | $ 28.6 |
Inventories, net - Narrative (D
Inventories, net - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 1,201.4 | $ 1,119.2 | |
Less: Accumulated depreciation and amortization | (383.8) | (319.1) | |
Total property, plant and equipment, net | 817.6 | 800.1 | |
Depreciation | 83.4 | 62.2 | $ 50.1 |
Land and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 54.9 | 52.1 | |
Buildings, building improvements and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 327.9 | 269.7 | |
Furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 567.5 | 513.5 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 65.6 | 60.7 | |
Construction-in-progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 185.5 | $ 223.2 |
Property, plant and equipment_4
Property, plant and equipment, net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Cost of goods and services sold | $ 693.7 | $ 757.5 | $ 524 |
Depreciation | 83.4 | $ 62.2 | $ 50.1 |
Jansen Pharmaceuticals, Inc. | Services | |||
Property, Plant and Equipment [Line Items] | |||
Cost of goods and services sold | $ 12.7 |
Intangible assets and goodwil_2
Intangible assets and goodwill - Schedule of Finite-lived Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life in Years | 14 years 4 months 24 days | |
Gross Carrying Amount | $ 1,016.2 | $ 832.1 |
Accumulated Amortization | 287.4 | 227.5 |
Net Carrying Amount | 728.8 | 604.6 |
Chimerix Asset Acquisition | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets acquired | $ 156.9 | |
Products | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life in Years | 14 years 4 months 24 days | |
Gross Carrying Amount | $ 982.1 | 798 |
Accumulated Amortization | 253.3 | 193.5 |
Net Carrying Amount | $ 728.8 | 604.5 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life in Years | 0 years | |
Gross Carrying Amount | $ 28.6 | 28.6 |
Accumulated Amortization | 28.6 | 28.6 |
Net Carrying Amount | $ 0 | 0 |
CDMO | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life in Years | 0 years | |
Gross Carrying Amount | $ 5.5 | 5.5 |
Accumulated Amortization | 5.5 | 5.4 |
Net Carrying Amount | $ 0 | $ 0.1 |
Intangible assets and goodwil_3
Intangible assets and goodwill - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | |||
Amortization of intangible assets | $ 59,900,000 | $ 58,500,000 | $ 59,800,000 |
Goodwill impairment | 6,700,000 | 41,700,000 | 0 |
Goodwill | 218,200,000 | 224,900,000 | 266,700,000 |
Services | |||
Goodwill [Line Items] | |||
Goodwill impairment | 6,700,000 | 0 | |
Goodwill | 0 | 6,700,000 | 6,700,000 |
Products | |||
Goodwill [Line Items] | |||
Goodwill impairment | 0 | 41,700,000 | |
Goodwill | 218,200,000 | 218,200,000 | $ 260,000,000 |
CDMO - Services | |||
Goodwill [Line Items] | |||
Goodwill | 0 | ||
All Other Reporting Units, Excluding CDMO - Services | |||
Goodwill [Line Items] | |||
Goodwill impairment | $ 0 | ||
All Other Reporting Units, Excluding Commercial Products | |||
Goodwill [Line Items] | |||
Goodwill impairment | $ 0 |
Intangible assets and goodwil_4
Intangible assets and goodwill - Future Amortization Expense (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 71.5 | |
2024 | 71.5 | |
2025 | 71.5 | |
2026 | 70.2 | |
2027 | 67 | |
Thereafter | 377.1 | |
Net Carrying Amount | $ 728.8 | $ 604.6 |
Intangible assets and goodwil_5
Intangible assets and goodwill - Summary Changes in Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill, beginning balance | $ 224,900,000 | $ 266,700,000 | |
Goodwill impairment | (6,700,000) | (41,700,000) | $ 0 |
Foreign currency translation adjustment | 0 | (100,000) | |
Goodwill, ending balance | 218,200,000 | 224,900,000 | 266,700,000 |
Products | |||
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill, beginning balance | 218,200,000 | 260,000,000 | |
Goodwill impairment | 0 | (41,700,000) | |
Foreign currency translation adjustment | 0 | (100,000) | |
Goodwill, ending balance | 218,200,000 | 218,200,000 | 260,000,000 |
Goodwill [Roll Forward] | |||
Goodwill, gross | 259,900,000 | 259,900,000 | 260,000,000 |
Goodwill, accumulated Impairment loss | 41,700,000 | ||
Services | |||
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill, beginning balance | 6,700,000 | 6,700,000 | |
Goodwill impairment | (6,700,000) | 0 | |
Foreign currency translation adjustment | 0 | 0 | |
Goodwill, ending balance | 0 | 6,700,000 | 6,700,000 |
Goodwill [Roll Forward] | |||
Goodwill, gross | 6,700,000 | $ 6,700,000 | $ 6,700,000 |
Goodwill, accumulated Impairment loss | $ 6,700,000 |
Fair value measurements - Fair
Fair value measurements - Fair Value Measurements, Recurring and Nonrecurring (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instruments | $ 8.5 | $ 0 |
Total | 500 | 352.4 |
Contingent consideration | 6.8 | 37.2 |
Derivative instruments | 0 | 6.1 |
Total | $ 6.8 | $ 43.3 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other assets, Prepaid expenses and other current assets | Other assets, Prepaid expenses and other current assets |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other current liabilities, Other liabilities | Other current liabilities, Other liabilities |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instruments | $ 0 | $ 0 |
Total | 320.8 | 152.4 |
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] | ||
Derivative instruments | 8.5 | 0 |
Total | 179.2 | 200 |
Contingent consideration | 0 | 0 |
Derivative instruments | 0 | 6.1 |
Total | 0 | 6.1 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instruments | 0 | 0 |
Total | 0 | 0 |
Contingent consideration | 6.8 | 37.2 |
Derivative instruments | 0 | 0 |
Total | 6.8 | 37.2 |
Money market accounts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 320.8 | 152.4 |
Money market accounts | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 320.8 | 152.4 |
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 | 170.7 | 200 |
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 | 170.7 | 200 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance, beginning of period | $ 37.2 | $ 58.1 | $ 29.2 |
Expense included in earnings | 2.6 | 2.9 | 31.7 |
Settlements | (33) | (23.8) | (2.8) |
Balance, end of period | $ 6.8 | $ 37.2 | $ 58.1 |
Fair value measurements - Narra
Fair value measurements - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Aug. 07, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Cost of goods and services sold, Research and development | Cost of goods and services sold, Research and development | |
Business combination, contingent consideration, liability, current | $ 3.1 | $ 32.7 | |
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 | $ 225.1 | $ 433.3 |
Fair value measurements - Level
Fair value measurements - Level 3 Significant Unobservable Inputs (Details) $ in Millions | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability value | $ 6.8 | $ 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 | $ 6.8 | |||
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 | 0.099 | |||
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 | 0.500 |
Derivative Instruments and he_3
Derivative Instruments and hedging activities - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Interest Rate Swaps | |
Derivatives, Fair Value [Line Items] | |
Cash flow hedge gain (loss) to be reclassified within twelve months | $ 8.5 |
Derivative Instruments and he_4
Derivative Instruments and hedging activities - Derivative Designated as Cash Flow Hedges (Details) - Interest Rate Swaps - Designated as Hedging Instrument | Dec. 31, 2022 USD ($) instrument |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Number of Instruments | instrument | 7 |
Notional amount | $ | $ 350,000,000 |
Derivative Instruments and he_5
Derivative Instruments and hedging activities - Fair Value by Balance Sheet Location (Details) - Interest Rate Swaps - Designated as Hedging Instrument - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Other Current Assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Asset Derivatives | $ 8.5 | $ 0 |
Other Assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Asset Derivatives | 0 | 0 |
Other Current Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Liability Derivatives | 0 | 4.5 |
Other Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Liability Derivatives | $ 0 | $ 1.6 |
Derivative Instruments and he_6
Derivative Instruments and hedging activities - Cash Flow Hedging on AOCI (Details) - Interest Rate Swaps - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of Loss Reclassified from Accumulated OCI(L) into Income (Loss) | $ 8.5 | $ (6.1) |
Interest expense | Cash Flow Hedging | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of Loss Reclassified from Accumulated OCI(L) into Income (Loss) | $ (0.1) | $ (5.8) |
Debt - Components of Long-term
Debt - Components of Long-term Indebtedness (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 07, 2020 |
Debt Instrument [Line Items] | |||
Total debt | $ 1,413,800,000 | $ 849,600,000 | |
Current portion of long-term debt, net of debt issuance costs | (957,300,000) | (31,600,000) | |
Unamortized debt issuance costs | (8,000,000) | (8,500,000) | |
Non-current portion of debt | 448,500,000 | 809,400,000 | |
Term Loan | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total debt | 362,800,000 | 396,600,000 | |
Line of Credit | |||
Debt Instrument [Line Items] | |||
Total debt | $ 598,000,000 | $ 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 |
Other | |||
Debt Instrument [Line Items] | |||
Total debt | $ 3,000,000 | $ 3,000,000 |
Debt - Senior Unsecured Notes (
Debt - Senior Unsecured Notes (Details) - USD ($) $ in Millions | Aug. 07, 2020 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 1,413.8 | $ 849.6 | |
Debt issuance costs, current, net | 1.3 | 2 | |
Debt issuance costs | 1.6 | ||
3.875% Senior Unsecured Notes due 2028 | Prior to August 15, 2023 | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption price, percentage | 100% | ||
3.875% Senior Unsecured Notes due 2028 | Prior to August 15, 2023 | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption price, percentage | 40% | ||
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% | ||
3.875% Senior Unsecured Notes due 2028 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 450 | $ 450 | $ 450 |
Interest rate, stated percentage | 3.875% | 3.875% | 3.875% |
Debt - Senior Secured Credit Ag
Debt - Senior Secured Credit Agreement (Details) | Aug. 07, 2020 USD ($) |
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% |
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% |
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 |
Debt - Future Debt Payments of
Debt - Future Debt Payments of Long-term Indebtedness (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 961.5 | |
2024 | 0.3 | |
2025 | 0 | |
2026 | 2 | |
2027 | 450 | |
Thereafter | 0 | |
Total debt | $ 1,413.8 | $ 849.6 |
Stockholders' equity - Narrativ
Stockholders' equity - Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) vote plan $ / shares shares | Nov. 11, 2022 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares | Nov. 11, 2021 USD ($) | |
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 | $ 250,000,000 | ||||
Stock repurchased during period, value | $ 75,500,000 | $ 187,900,000 | $ 112,600,000 | ||
Shares of common stock repurchased (in shares) | shares | 1,800,000 | 4,400,000 | 2,600,000 | ||
Number of stock based employee compensation plans | plan | 1 | ||||
Contractual life of awards | 7 years | ||||
Cash received from option exercises | $ 500,000 | $ 10,400,000 | $ 27,600,000 | ||
Unrecognized compensation cost related to stock options | $ 12,000,000 | ||||
Weighted average grant date fair value of options granted (in dollars per share) | $ / shares | $ 17.85 | $ 35.16 | $ 21.69 | ||
Total intrinsic value of options exercised | $ 300,000 | $ 15,700,000 | $ 38,200,000 | ||
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 | 2,900,000 | ||||
Exercise price of option as percentage of fair market value at grant date, minimum | 100% | ||||
Contractual life of awards | 7 years | ||||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total fair value of awards vested | $ 30,900,000 | 26,900,000 | 34,100,000 | ||
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount | $ 54,500,000 | ||||
Weighted average period expected to be recognized related to unvested equity awards | 1 year 10 months 24 days | ||||
Performance Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total fair value of awards vested | $ 2,500,000 | $ 3,800,000 | $ 1,200,000 | ||
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount | $ 5,300,000 | ||||
Weighted average period expected to be recognized related to unvested equity awards | 1 year 10 months 24 days | ||||
Vesting period | 3 years | ||||
Performance Stock Units | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Payout percentage | 50% | ||||
Performance Stock Units | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Payout percentage | 150% |
Stockholders' equity - Class of
Stockholders' equity - Class of Treasury Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Nov. 11, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | |||
Shares of common stock repurchased (in shares) | 1,800,000 | 4,400,000 | 2,600,000 |
Average price paid per share (in dollars per share) | $ 42.36 | $ 42.67 | |
Total cost | $ 75.5 | $ 187.9 | $ 112.6 |
Stockholders' equity - Stock Op
Stockholders' equity - Stock Options Valuation Assumptions (Details) - Employee Stock Option | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0% | 0% | 0% |
Expected volatility, minimum | 54% | 47% | 39% |
Expected volatility, maximum | 62% | 48% | 48% |
Risk-free interest rate, minimum | 1.54% | 0.43% | 0.27% |
Risk-free interest rate, maximum | 4.31% | 0.94% | 1.42% |
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, Restricted Stock Units, and Performance Stock Units (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted Average Remaining Contractual Term (in Years) | ||
Stock options outstanding | 4 years 1 month 6 days | |
Stock options exercisable | 2 years 3 months 18 days | |
2006 Stock Incentive Plan | ||
Number of Shares | ||
Stock options outstanding, beginning of period (in shares) | 1,200,000 | |
Stock options granted (in shares) | 700,000 | |
Stock options exercised (in shares) | 0 | |
Stock options forfeited (in shares) | (200,000) | |
Stock options outstanding, end of period (in shares) | 1,700,000 | |
Stock options exercisable, end of period (in shares) | 800,000 | |
Weighted-Average Exercise Price | ||
Stock options outstanding, beginning of period (in dollars per share) | $ 60,830,000 | |
Stock options granted (in dollars per share) | 39,110,000 | |
Stock options exercised (in dollars per share) | 27,710,000 | |
Stock options forfeited (in dollars per share) | 64,660,000 | |
Stock options outstanding, end of period (in dollars per share) | 51,740,000 | |
Exercisable, end of period (in dollars per share) | $ 54,140,000 | |
Aggregate Intrinsic Value | ||
Stock options outstanding | $ 0 | $ 3 |
Stock options exercisable | $ 0 | |
2006 Stock Incentive Plan | Performance Shares And Restricted Stock Units (RSUs) | ||
Number of Shares | ||
Restricted/performance stock units outstanding, beginning of period (in shares) | 1,100,000 | |
Restricted/performance stock units granted (in shares) | 1,900,000 | |
Restricted/performance stock units vested (in shares) | (500,000) | |
Restricted/performance stock units forfeited (in shares) | (300,000) | |
Restricted/performance stock units outstanding, end of period (in shares) | 2,200,000 | |
Weighted-Average Grant Date Fair Value | ||
Restricted/performance stock units outstanding, beginning of period (in dollars per share) | $ 70,820,000 | |
Restricted/performance stock units granted (in dollars per share) | 34,490,000 | |
Restricted/performance stock units vested (in dollars per share) | 67,480,000 | |
Restricted/performance stock units forfeited (in dollars per share) | 55,460,000 | |
Restricted/performance stock units outstanding, end of period (in dollars per share) | $ 42,300,000 | |
Aggregate Intrinsic Value | ||
Restricted/performance stock units outstanding | $ 25.8 | $ 47.6 |
Stockholders' equity - Stock-ba
Stockholders' equity - Stock-based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total share-based compensation expense | $ 45.1 | $ 42.4 | $ 51 |
Cost of product sales | Products | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total share-based compensation expense | 7.3 | 6.4 | 8.9 |
Cost of product sales | Contract Development And Manufacturing | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total share-based compensation expense | 1.8 | 1.1 | 3.5 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total share-based compensation expense | 5.4 | 5 | 8.4 |
Selling, general and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total share-based compensation expense | $ 30.6 | $ 29.9 | $ 30.2 |
Stockholders' equity - Changes
Stockholders' equity - Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 1,619 | $ 1,447 | $ 1,088.5 |
Other comprehensive income before reclassifications | 20.5 | 4 | |
Amounts reclassified from accumulated other comprehensive income (loss) | (1.3) | 5.2 | |
Total other comprehensive income (loss), net of tax | 19.2 | 9.2 | (15.4) |
Ending balance | 1,383 | 1,619 | 1,447 |
Total | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (16.1) | (25.3) | (9.9) |
Total other comprehensive income (loss), net of tax | 19.2 | 9.2 | (15.4) |
Ending balance | 3.1 | (16.1) | (25.3) |
Defined Benefit Pension Plan | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (4) | (7.7) | |
Other comprehensive income before reclassifications | 8.7 | 4.3 | |
Amounts reclassified from accumulated other comprehensive income (loss) | (1.2) | (0.6) | |
Total other comprehensive income (loss), net of tax | 7.5 | 3.7 | (4.3) |
Ending balance | 3.5 | (4) | (7.7) |
Derivative Instruments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (4.5) | (11) | |
Other comprehensive income before reclassifications | 10.8 | 0.7 | |
Amounts reclassified from accumulated other comprehensive income (loss) | (0.1) | 5.8 | |
Total other comprehensive income (loss), net of tax | 10.7 | 6.5 | (9.4) |
Ending balance | 6.2 | (4.5) | (11) |
Foreign Currency Translation Adjustments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (7.6) | (6.6) | |
Other comprehensive income before reclassifications | 1 | (1) | |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | |
Total other comprehensive income (loss), net of tax | 1 | (1) | (1.7) |
Ending balance | $ (6.6) | $ (7.6) | $ (6.6) |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Pretax | $ 23.9 | $ 12 | $ (19.8) |
Tax Benefit (Expense) | (4.7) | (2.8) | 4.4 |
Total other comprehensive income (loss), net of tax | 19.2 | 9.2 | (15.4) |
Defined Benefit Pension Plan | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Pretax | 8.7 | 4.3 | (5) |
Tax Benefit (Expense) | (1.2) | (0.6) | 0.7 |
Total other comprehensive income (loss), net of tax | 7.5 | 3.7 | (4.3) |
Derivative Instruments | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Pretax | 14.6 | 8.9 | (13) |
Tax Benefit (Expense) | (3.9) | (2.4) | 3.6 |
Total other comprehensive income (loss), net of tax | 10.7 | 6.5 | (9.4) |
Foreign Currency Translation Adjustments | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Pretax | 0.6 | (1.2) | (1.8) |
Tax Benefit (Expense) | 0.4 | 0.2 | 0.1 |
Total other comprehensive income (loss), net of tax | $ 1 | $ (1) | $ (1.7) |
Net Income (loss) per common _3
Net Income (loss) per common share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net income (loss) | $ (223.8) | $ 230.9 | $ 305.1 |
Denominator: | |||
Weighted-average number of shares-basic (in shares) | 50.1 | 53.5 | 52.7 |
Dilutive securities-equity awards (in shares) | 0 | 0.6 | 1.1 |
Weighted-average number of shares-diluted (in shares) | 50.1 | 54.1 | 53.8 |
Net income (loss) per common share - basic (in dollars per share) | $ (4.47) | $ 4.32 | $ 5.79 |
Net income (loss) per common share - diluted (in dollars per share) | $ (4.47) | $ 4.27 | $ 5.67 |
Anti-dilutive stock awards (in shares) | 2.8 | 1 | 0 |
Revenue recognition - Narrative
Revenue recognition - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Oct. 31, 2021 USD ($) | |
Concentration Risk [Line Items] | |||||
Number of operating segments | segment | 2 | ||||
Decrease in inventories | $ (51,900,000) | $ (44,000,000) | $ (83,200,000) | ||
Decrease in prepaid expense and other current assets | (19,900,000) | 7,700,000 | (29,200,000) | ||
Operating lease, lease income, lease payments | 4,900,000 | ||||
Revenue, remaining performance obligation, amount | $ 378,200,000 | 378,200,000 | |||
Contract with customer, asset, after allowance for credit loss, noncurrent | 34,800,000 | 34,800,000 | 21,500,000 | ||
Contract with customer, liability, current | $ 26,400,000 | $ 26,400,000 | 11,700,000 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |||||
Concentration Risk [Line Items] | |||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 24 months | 24 months | |||
Contracts and grants | |||||
Concentration Risk [Line Items] | |||||
Revenue | $ 41,400,000 | 134,200,000 | 115,100,000 | ||
Leases | |||||
Concentration Risk [Line Items] | |||||
Operating lease, lease income, lease payments | 4,900,000 | 299,700,000 | 283,800,000 | ||
Lessor, operating lease, payment to be received, year one | $ 5,100,000 | 5,100,000 | |||
Lessor, operating lease, payment to be received, year two | 900,000 | 900,000 | |||
Lessor, operating lease, payment to be received, year three | 900,000 | 900,000 | |||
Lessor, operating lease, payment to be received, after year three | 2,700,000 | 2,700,000 | |||
USG | Contracts and grants | |||||
Concentration Risk [Line Items] | |||||
Revenue | 37,200,000 | 130,200,000 | 109,200,000 | ||
USG | Leases | |||||
Concentration Risk [Line Items] | |||||
Operating lease, lease income, lease payments | 0 | 237,600,000 | 253,300,000 | ||
BARDA | |||||
Concentration Risk [Line Items] | |||||
Lessor, operating lease, payments to be received | 628,200,000 | $ 650,800,000 | |||
Operating lease, lease income, lease payments | 237,600,000 | 233,300,000 | |||
BARDA | Contracts and grants | |||||
Concentration Risk [Line Items] | |||||
Revenue | $ 71,300,000 | 15,800,000 | |||
BARDA | Reservation Of Manufacturing Capacity | |||||
Concentration Risk [Line Items] | |||||
Lessor, operating lease, payments to be received | 542,700,000 | ||||
BARDA | Accelerated Expansion Of Fill/Finish Capacity | |||||
Concentration Risk [Line Items] | |||||
Lessor, operating lease, payments to be received | $ 85,500,000 | ||||
Jansen Pharmaceuticals, Inc. | |||||
Concentration Risk [Line Items] | |||||
Decrease in inventories | 127,700,000 | ||||
Decrease in prepaid expense and other current assets | 25,000,000 | ||||
Increase in other assets | 152,700,000 | ||||
Non-cancelable orders | $ 6,200,000 | $ 6,200,000 | |||
Revenue from Contract with Customer | Customer Concentration Risk | USG | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 43% | 50% | 64% | ||
Revenue from Contract with Customer | Customer Concentration Risk | Customer Two | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 10% | ||||
United States | Leases | |||||
Concentration Risk [Line Items] | |||||
Operating lease, lease income, lease payments | $ 0 | ||||
United States | Revenue from Contract with Customer | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 79% | 92% | 93% | ||
Non-USG | |||||
Concentration Risk [Line Items] | |||||
Lessee, operating lease, remaining lease term | 2 years 7 months 6 days | 2 years 7 months 6 days |
Revenue recognition - Disaggreg
Revenue recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Leases | $ 4.9 | ||
Total revenues | 1,120.9 | $ 1,792.7 | $ 1,555.4 |
USG | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 482.6 | 897.8 | 988.5 |
Non-USG | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 638.3 | 894.9 | 566.9 |
Product sales, net | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 966.2 | 1,023.9 | 989.8 |
Product sales, net | USG | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 445.4 | 530 | 626 |
Product sales, net | Non-USG | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 520.8 | 493.9 | 363.8 |
Total CDMO | |||
Disaggregation of Revenue [Line Items] | |||
Total CDMO | 113.3 | 634.6 | 450.5 |
Total CDMO | USG | |||
Disaggregation of Revenue [Line Items] | |||
Total CDMO | 0 | 237.6 | 253.3 |
Total CDMO | Non-USG | |||
Disaggregation of Revenue [Line Items] | |||
Total CDMO | 113.3 | 397 | 197.2 |
Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 108.4 | 334.9 | 166.7 |
Services | USG | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Services | Non-USG | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 108.4 | 334.9 | 166.7 |
Leases | |||
Disaggregation of Revenue [Line Items] | |||
Leases | 4.9 | 299.7 | 283.8 |
Leases | USG | |||
Disaggregation of Revenue [Line Items] | |||
Leases | 0 | 237.6 | 253.3 |
Leases | Non-USG | |||
Disaggregation of Revenue [Line Items] | |||
Leases | 4.9 | 62.1 | 30.5 |
Contracts and grants | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 41.4 | 134.2 | 115.1 |
Contracts and grants | USG | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 37.2 | 130.2 | 109.2 |
Contracts and grants | Non-USG | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 4.2 | $ 4 | $ 5.9 |
Revenue recognition - Percentag
Revenue recognition - Percentage of Product Sales (Details) - Sales Revenue, Product Line - Product Concentration Risk | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Anthrax vaccines | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 28% | 25% | 38% |
Nasal naloxone products | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 39% | 43% | 31% |
TEMBEXA | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 12% | 0% | 0% |
ACAM2000 | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 7% | 20% | 20% |
Other products | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 14% | 12% | 11% |
Revenue recognition - Contract
Revenue recognition - Contract Liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Change in Contract With Customer, Liability [Roll Forward] | ||
Beginning balance | $ 16.4 | $ 100.1 |
Deferral of revenue | 38.9 | 279.7 |
Revenue recognized | (23.6) | (363.4) |
Ending balance | $ 31.7 | $ 16.4 |
Revenue recognition - Accounts
Revenue recognition - Accounts Receivable (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts receivable [Abstract] | ||
Billed | $ 102.7 | $ 228.1 |
Unbilled | 56.4 | 49.8 |
Allowance for expected credit losses | (0.7) | (3.2) |
Accounts receivable, net | $ 158.4 | $ 274.7 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating lease cost: | |||
Amortization of right-of-use assets | $ 5.6 | $ 5.6 | $ 4.5 |
Interest on lease liabilities | 1.1 | 1.3 | 1.1 |
Total operating lease cost | $ 6.7 | $ 6.9 | $ 5.6 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
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, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities |
Operating lease right-of-use assets | $ 19.4 | $ 28.3 |
Operating lease liabilities, current portion | 5.8 | 5.8 |
Operating lease liabilities | 14.8 | 24.2 |
Total operating lease liabilities | $ 20.6 | $ 30 |
Operating leases: | ||
Weighted average remaining lease term (years) | 5 years 10 months 24 days | 7 years |
Weighted average discount rate | 4.10% | 4.10% |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | |
Operating lease, renewal term | 5 years |
Operating lease, termination period | 1 year |
Rockville Manufacturing Facility | |
Lessee, Lease, Description [Line Items] | |
Operating lease, right-of-use asset, removal | $ 3.5 |
Decrease in operating lease liability | $ 3.4 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of contract | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of contract | 11 years |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 6.5 | |
2024 | 4.3 | |
2025 | 2.7 | |
2026 | 2.3 | |
2027 | 1.8 | |
Thereafter | 5.9 | |
Total undiscounted lease liabilities | 23.5 | |
Less: Imputed interest | 2.9 | |
Total Lease liabilities | $ 20.6 | $ 30 |
Income taxes - Narrative (Detai
Income taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | ||||
Valuation allowance increase, including CTA component | $ 43.8 | |||
Deferred tax liabilities, foreign withholding tax | 4.7 | $ 0 | ||
Valuation allowance increase | $ 43 | |||
Effective income tax rate reconciliation, percent | (1.00%) | 27% | 25% | |
Unrecognized tax benefits, noncurrent | $ 1.2 | $ 9.8 | ||
Gross unrecognized tax benefits | 1.2 | 9.8 | $ 9.2 | $ 10.4 |
Unrecognized tax benefits, reduction resulting from lapse of applicable statute of limitations | 8 | $ 0 | $ 0 | |
Domestic Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | 73 | |||
Operating loss carryforwards, subject to expiration | 36 | |||
Operating loss carryforwards, not subject to expiration | 37 | |||
Tax credit carryforward, amount | 13.4 | |||
State and Local Jurisdiction | Maryland | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | 1,900 | |||
State and Local Jurisdiction | California | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | 146.8 | |||
State and Local Jurisdiction | Research Tax Credit Carryforward | ||||
Income Tax Contingency [Line Items] | ||||
Tax credit carryforward, amount | 5 | |||
Foreign Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | 51.5 | |||
Operating loss carryforwards, subject to expiration | 14.5 | |||
Operating loss carryforwards, not subject to expiration | 37 | |||
PaxVax | ||||
Income Tax Contingency [Line Items] | ||||
Unrecognized tax benefits, reduction resulting from lapse of applicable statute of limitations | $ 8 |
Income taxes - Components of th
Income taxes - Components of the Provisions for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | |||
Federal | $ (9.6) | $ (3.7) | $ 62.8 |
State | 2 | 14.9 | 27.7 |
International | 33.6 | 28.4 | 14 |
Total current | 26 | 39.6 | 104.5 |
Deferred | |||
Federal | (39) | 38 | 1.1 |
State | 8.2 | 4.3 | 0 |
International | 6.9 | 1.6 | (3.5) |
Total deferred | (23.9) | 43.9 | (2.4) |
Income tax provision | $ 2.1 | $ 83.5 | $ 102.1 |
Income taxes - Net Deferred Tax
Income taxes - Net Deferred Tax Asset (Liability) (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Federal losses carryforward | $ 15.3 | $ 7.6 |
State losses carryforward | 5.4 | 3.3 |
R&D carryforward | 18.4 | 16.6 |
Stock compensation | 10.1 | 8.9 |
Foreign losses carryforward | 9.1 | 10.2 |
Deferred revenue | 2 | 0.4 |
Inventory reserves | 10.5 | 2.9 |
Lease liability | 4.6 | 6.5 |
IRC 263A capitalized costs | 5 | 3.9 |
Capitalized R&D | 25.9 | 0 |
Deferred Tax Asset, Interest Carryforward | 7.6 | 0 |
Other | 0.7 | 5.6 |
Gross deferred tax assets | 114.6 | 65.9 |
Valuation allowance | (68) | (25) |
Total deferred tax assets | 46.6 | 40.9 |
Deferred tax liabilities | ||
Fixed assets | (62.4) | (75.1) |
Intangible assets | (46.1) | (47.6) |
Right-of-use asset | (4.3) | (6.1) |
Foreign Withholding Tax | (4.7) | 0 |
Other | (0.9) | (2.8) |
Total deferred tax liabilities | (118.4) | (131.6) |
Net deferred tax liabilities | $ (71.8) | $ (90.7) |
Income taxes - Reconciliation (
Income taxes - Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (445.1) | $ 112 | $ 362 |
International | 223.4 | 202.4 | 45.2 |
Earnings (Losses) before taxes on income | (221.7) | 314.4 | 407.2 |
Federal tax at statutory rates | (46.6) | 65.8 | 85.5 |
State taxes, net of federal benefit | (10.2) | 16.1 | 23.2 |
Impact of foreign operations | (7) | (16.8) | (7.8) |
Change in valuation allowance | 43.8 | 4.3 | 1.5 |
Tax credits | (3.5) | (4.7) | (7.6) |
Stock compensation | 4.7 | (4.9) | (7.9) |
Goodwill Impairments | 1.8 | 8.3 | 0 |
Adjustment of prior year taxes | (0.5) | 0.8 | (0.7) |
Transaction costs | 0 | 0.3 | 6 |
Compensation limitation | 0.7 | 2.9 | 2.2 |
Unrecognized tax benefit | (9.7) | 0.3 | (0.3) |
GILTI, net | 20.7 | 11.4 | 5.4 |
Foreign withholding tax | 4.7 | 0 | 0 |
Permanent differences | 3.2 | (0.3) | 2.6 |
Income tax provision | $ 2.1 | $ 83.5 | $ 102.1 |
Income taxes - Unrecognized Tax
Income taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Gross unrecognized tax benefits, beginning of period | $ 9.8 | $ 9.2 | $ 10.4 |
Decreases for tax positions for prior years | (1.5) | ||
Increases (decreases) for tax positions for prior years | 0.4 | 0 | |
Increases for tax positions for current year | 0.9 | 0.2 | 0.6 |
Settlements | 0 | 0 | (1.8) |
Lapse of statute of limitations | (8) | 0 | 0 |
Gross unrecognized tax benefits, end of period | $ 1.2 | $ 9.8 | $ 9.2 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Pension expense | $ 0.8 | $ 2 | $ 2.4 |
Change in Plan Assets: | |||
Fair value of plan assets, beginning of period | 29.3 | 27.6 | |
Employer contributions | 1.5 | 1.4 | |
Employee contributions | 0.9 | 0.9 | |
Net benefits received | 3.4 | 0.5 | |
Actual return on plan assets | (0.4) | (0.1) | |
Settlements | (5) | 0 | |
Currency impact | (0.4) | (1) | |
Fair value of plan assets, end of period | 29.3 | 29.3 | 27.6 |
Change in Benefit Obligation: | |||
Projected benefit obligation, beginning of period | 46.8 | 49.2 | |
Service cost | 1.9 | 2.4 | 1.9 |
Interest Cost | 0.1 | 0 | 0.1 |
Employee contributions | 0.9 | 0.9 | |
Actuarial gain | (10) | (4.6) | |
Net benefits received | 3.4 | 0.5 | |
Settlements | (5) | 0 | |
Currency impact | (0.9) | (1.6) | |
Projected benefit obligation, end of period | 37.2 | 46.8 | $ 49.2 |
Funded status, end of period | (7.9) | (17.5) | |
Accumulated benefit obligation, end of period | $ 34 | $ 41.8 |
Defined benefit and 401(k) sa_4
Defined benefit and 401(k) savings plan - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Total contributions expected | $ 1.6 | ||
Matching contributions made by employer | $ 8.8 | $ 8.9 | $ 6.6 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Service cost | $ 1.9 | $ 2.4 | $ 1.9 |
Interest cost | 0.1 | 0 | 0.1 |
Expected return on plan assets | (0.8) | (0.8) | (0.6) |
Amortization of loss | 0.1 | 0.6 | 0.2 |
Amortization of prior service credit | (0.1) | (0.2) | (0.2) |
Settlements | (0.4) | 0 | 1 |
Net periodic benefit cost | $ 0.8 | $ 2 | $ 2.4 |
Defined benefit and 401(k) sa_6
Defined benefit and 401(k) savings plan - Weighted Average Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Discount rate | 2.10% | 0.30% |
Expected rate of return | 3.50% | 3% |
Rate of future compensation increases | 1.80% | 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, 2022 | Dec. 31, 2021 |
Retirement Benefits [Abstract] | ||
Net actuarial gain | $ 9 | $ 5.9 |
Prior service cost | (0.3) | (1.3) |
Total recognized in other comprehensive income (loss) | $ 8.7 | $ 4.6 |
Defined benefit and 401(k) sa_8
Defined benefit and 401(k) savings plan - Expected Future Benefits Payments (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Retirement Benefits [Abstract] | |
45291 | $ 1.8 |
45649 | 1.8 |
46022 | 2 |
46387 | 1.9 |
Thereafter | 2.1 |
Thereafter | 27.6 |
Total | $ 37.2 |
Purchase commitments (Details)
Purchase commitments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |||
Total purchase commitment | $ 132.8 | ||
Purchase commitment, year one | $ 125.7 | ||
Purchase commitment period | 5 years | ||
Materials purchased under commitment, amount | $ 199.6 | $ 110.7 | $ 108 |
Segment Information - Narrative
Segment Information - Narrative (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 2 | |
Long-lived assets | $ | $ 826.7 | $ 819.6 |
Segment Information - Reconcili
Segment Information - Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | |||
Total revenues | $ 1,120.9 | $ 1,792.7 | $ 1,555.4 |
Less: Cost of sales: | |||
Cost of goods and services sold | 693.7 | 757.5 | 524 |
Consolidated gross margin | 385.8 | 901 | 916.3 |
Products: | |||
Changes in fair value of contingent consideration | 2.6 | 2.9 | 31.7 |
Consolidated adjusted gross margin | 439.8 | 903.9 | 948 |
Other reconciling items: | |||
Adjustments to gross margin | (54) | (2.9) | (31.7) |
Research and development | (193) | (234) | (234.5) |
Selling, general and administrative | (340.3) | (348.4) | (303.3) |
Goodwill impairment | (6.7) | (41.7) | 0 |
Amortization of intangible assets | (59.9) | (58.5) | (59.8) |
Interest expense | (37.3) | (34.5) | (31.3) |
Other, net | (11.7) | (3.7) | 4.7 |
Income (loss) before income taxes | (221.7) | 314.4 | 407.2 |
Contracts and grants | |||
Revenues: | |||
Revenue | 41.4 | 134.2 | 115.1 |
Products And Services Segments | |||
Revenues: | |||
Revenue | 1,079.5 | 1,658.5 | 1,440.3 |
Products | |||
Revenues: | |||
Revenue | 966.2 | 1,023.9 | 989.8 |
Less: Cost of sales: | |||
Cost of goods and services sold | 424.1 | 382 | 392 |
Consolidated gross margin | 542.1 | 641.9 | 597.8 |
Products: | |||
Changes in fair value of contingent consideration | 2.6 | 2.9 | 31.7 |
Inventory step-up provision | 51.4 | 0 | 0 |
Consolidated adjusted gross margin | 596.1 | 644.8 | 629.5 |
Other reconciling items: | |||
Goodwill impairment | 0 | (41.7) | |
Services | |||
Revenues: | |||
Revenue | 113.3 | 634.6 | 450.5 |
Less: Cost of sales: | |||
Cost of goods and services sold | 269.6 | 375.5 | 132 |
Consolidated gross margin | (156.3) | 259.1 | 318.5 |
Products: | |||
Consolidated adjusted gross margin | (156.3) | 259.1 | $ 318.5 |
Other reconciling items: | |||
Goodwill impairment | $ (6.7) | $ 0 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Depreciation | $ 83.4 | $ 62.2 | $ 50.1 |
Segment Reconciling Items | |||
Segment Reporting Information [Line Items] | |||
Depreciation | 7.3 | 6.1 | 5.6 |
Products | |||
Segment Reporting Information [Line Items] | |||
Depreciation | 32.9 | 27.8 | 27.2 |
Services | |||
Segment Reporting Information [Line Items] | |||
Depreciation | $ 43.2 | $ 28.3 | $ 17.3 |
Segment Information - Revenue f
Segment Information - Revenue from External Customers by Geographic Areas (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 1,120.9 | $ 1,792.7 | $ 1,555.4 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 889.5 | 1,642.5 | 1,446 |
Canada | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 148.6 | 66.7 | 46 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 82.8 | $ 83.5 | $ 63.4 |
Segment Information - Long-Live
Segment Information - Long-Lived Assets by Geographic Areas (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets, net | $ 826.7 | $ 819.6 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets, net | 696.1 | 705.5 |
Switzerland | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets, net | 88.1 | 73.1 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets, net | 37.5 | 35 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets, net | $ 5 | $ 6 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 3 Months Ended | ||
Jun. 30, 2023 USD ($) employee | Mar. 31, 2023 | Jan. 09, 2023 USD ($) | |
Minimum | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Restructuring plan, expected cost | $ 9 | ||
Maximum | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Restructuring plan, expected cost | $ 11 | ||
Forecast | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Restructuring and related cost, number of positions eliminated, period percent | 5% | ||
Forecast | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Travel Health Business | |||
Subsequent Event [Line Items] | |||
Disposal group, total consideration | $ 270 | ||
Number of employees expected to join Bavarian Nordic | employee | 280 | ||
Forecast | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Travel Health Business | Development-Based Milestones | |||
Subsequent Event [Line Items] | |||
Disposal group, including discontinued operation, maximum contingent consideration receivable | $ 80 | ||
Forecast | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Travel Health Business | Sales-Based Milestones | |||
Subsequent Event [Line Items] | |||
Disposal group, including discontinued operation, maximum contingent consideration receivable | $ 30 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory allowance | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning Balance | $ 42.7 | $ 37.6 | $ 17.9 |
Charged to Costs and Expenses | 79.1 | 37.9 | 48 |
Deductions | (40.5) | (32.8) | (28.3) |
Ending Balance | 81.3 | 42.7 | 37.6 |
Prepaid expenses and other current assets allowance | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning Balance | 3.7 | 3.9 | 4 |
Charged to Costs and Expenses | 3.9 | 0.2 | 0.5 |
Deductions | (0.5) | (0.4) | (0.6) |
Ending Balance | $ 7.1 | $ 3.7 | $ 3.9 |