Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
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, par Value $0.001 per share | |
Trading Symbol | EBS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 51,807,027 | |
Entity Central Index Key | 0001367644 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 88.6 | $ 642.6 |
Accounts receivable, net | 290.1 | 158.4 |
Inventories, net | 354.3 | 351.8 |
Prepaid expenses and other current assets | 44.7 | 57.9 |
Total current assets | 777.7 | 1,210.7 |
Property, plant and equipment, net | 395.5 | 817.6 |
Intangible assets, net | 592.8 | 728.8 |
Goodwill | 218.2 | 218.2 |
Other assets | 194.6 | 191.3 |
Total assets | 2,178.8 | 3,166.6 |
Current liabilities: | ||
Accounts payable | 108.3 | 103.5 |
Accrued expenses | 31.2 | 34.9 |
Accrued compensation | 69.6 | 88.3 |
Debt, current portion | 455.2 | 957.3 |
Other current liabilities | 28.9 | 45.9 |
Total current liabilities | 693.2 | 1,229.9 |
Debt, net of current portion | 448 | 448.5 |
Deferred tax liability | 57.9 | 71.8 |
Other liabilities | 23.4 | 33.4 |
Total liabilities | 1,222.5 | 1,783.6 |
Stockholders' equity: | ||
Preferred stock, par value $0.001 per share; 15.0 shares authorized, no shares issued or outstanding | 0 | 0 |
Common stock, par value $0.001 per share; 200.0 shares authorized, 57.4 and 55.7 shares issued; 51.8 and 50.1 shares outstanding, respectively | 0.1 | 0.1 |
Treasury stock, at cost, 5.6 and 5.6 common shares, respectively | (227.7) | (227.7) |
Additional paid-in capital | 895.8 | 873.5 |
Accumulated other comprehensive income (loss), net | (1.6) | 3.1 |
Retained earnings | 289.7 | 734 |
Total stockholders’ equity | 956.3 | 1,383 |
Total liabilities and stockholders’ equity | $ 2,178.8 | $ 3,166.6 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
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) | 57,400,000 | 55,700,000 |
Common stock, shares outstanding (in shares) | 51,800,000 | 50,100,000 |
Treasury stock (in shares) | 5,600,000 | 5,600,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues: | ||||
Total revenues | $ 337.9 | $ 242.7 | $ 503 | $ 550.2 |
Operating expenses: | ||||
Cost of goods and services sold | 190.6 | 169.8 | 345.7 | 325.7 |
Impairment of long-lived assets | 306.7 | 0 | 306.7 | 0 |
Research and development | 26 | 49.8 | 66.6 | 96.2 |
Selling, general and administrative | 91.4 | 81.1 | 191.9 | 165.9 |
Amortization of intangible assets | 16.1 | 14 | 33.1 | 28 |
Total operating expenses | 630.8 | 314.7 | 944 | 615.8 |
Loss from operations | (292.9) | (72) | (441) | (65.6) |
Other income (expense): | ||||
Interest expense | (28.6) | (7.8) | (46.5) | (16) |
Gain on sale of business | 74.9 | 0 | 74.9 | 0 |
Other, net | (3.6) | (3) | 1.3 | (5) |
Total other income (expense), net | 42.7 | (10.8) | 29.7 | (21) |
Loss before income taxes | (250.2) | (82.8) | (411.3) | (86.6) |
Income tax provision (benefit) | 11.1 | (26.4) | 33 | (26.5) |
Net loss | $ (261.3) | $ (56.4) | $ (444.3) | $ (60.1) |
Net loss per common share | ||||
Basic (in dollars per share) | $ (5.15) | $ (1.13) | $ (8.80) | $ (1.19) |
Diluted (in dollars per share) | $ (5.15) | $ (1.13) | $ (8.80) | $ (1.19) |
Weighted average shares outstanding | ||||
Basic (in shares) | 50.7 | 50 | 50.5 | 50.3 |
Diluted (in shares) | 50.7 | 50 | 50.5 | 50.3 |
Product sales, net | ||||
Revenues: | ||||
Services | $ 302.2 | $ 237.2 | $ 445.6 | $ 474.3 |
Operating expenses: | ||||
Cost of goods and services sold | 134.9 | 91 | 237.8 | 171.3 |
CDMO | ||||
Revenues: | ||||
Total CDMO | 29.1 | (1.8) | 44.3 | 59 |
Operating expenses: | ||||
Cost of goods and services sold | 55.7 | 78.8 | 107.9 | 154.4 |
Services | ||||
Revenues: | ||||
Services | 26.4 | 2.7 | 39.8 | 54.5 |
Leases | ||||
Revenues: | ||||
Leases | 2.7 | (4.5) | 4.5 | 4.5 |
Contracts and grants | ||||
Revenues: | ||||
Services | $ 6.6 | $ 7.3 | $ 13.1 | $ 16.9 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (261.3) | $ (56.4) | $ (444.3) | $ (60.1) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments, net | 2.6 | 0.4 | 2.5 | 0.9 |
Unrealized gains (losses) on hedging activities | 1.2 | 1.9 | (3.2) | 6.8 |
Reclassification adjustment for gains on hedging activities | (2.9) | 0.9 | (0.5) | 2.3 |
Reclassification adjustment for gains on pension benefit obligation | (3.5) | 0 | (3.5) | 0 |
Total other comprehensive income (loss), net of tax | (2.6) | 3.2 | (4.7) | 10 |
Comprehensive loss, net of tax | $ (263.9) | $ (53.2) | $ (449) | $ (50.1) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating Activities | ||
Net loss | $ (444.3) | $ (60.1) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 15.1 | 22.2 |
Long-term incentive plan expense | 2.4 | 0 |
Depreciation and amortization | 67.5 | 75.4 |
Change in fair value of contingent obligations, net | 1.9 | 1.8 |
Amortization of deferred financing costs | 9.9 | 2 |
Deferred income taxes | (10.2) | 2.6 |
Gain on sale of travel health business | (74.9) | 0 |
Impairment of long-lived assets | 306.7 | 0 |
Other | 9.5 | 2.2 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (130.6) | 97.7 |
Inventories | (23.8) | (75.5) |
Prepaid expenses and other assets | (17.8) | (19.4) |
Accounts payable | 10.9 | (7.6) |
Accrued expenses and other liabilities | (13.8) | (36.4) |
Accrued compensation | (13.4) | (14.1) |
Income taxes receivable and payable, net | 14.2 | (46.4) |
Contract liabilities | (7.7) | 2.7 |
Net cash used in operating activities | (298.4) | (52.9) |
Investing Activities | ||
Purchases of property, plant and equipment | (27.6) | (64.3) |
Proceeds from sale of travel health business, net | 270.2 | 0 |
Net cash provided by (used in) investing activities | 242.6 | (64.3) |
Financing Activities | ||
Purchases of treasury stock | 0 | (81.9) |
Principal payments on revolving credit facility | (347.8) | 0 |
Principal payments on term loan facility | (156.8) | (16.9) |
Proceeds from stock-based compensation activity | 1.3 | 3 |
Taxes paid for stock-based compensation activity | (2.3) | (5.4) |
Proceeds from at-the-market sale of stock, net of commissions and expenses | 8.2 | 0 |
Net cash used in financing activities: | (497.4) | (101.2) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (0.8) | 0.4 |
Net change in cash, cash equivalents and restricted cash | (554) | (218) |
Cash, cash equivalents and restricted cash, beginning of period | 642.6 | 576.3 |
Cash, cash equivalents and restricted cash, end of period | 88.6 | 358.3 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 38.8 | 14.8 |
Cash paid for income taxes | 26.9 | 20 |
Supplemental information on non-cash investing and financing activities: | ||
Purchases of property, plant and equipment unpaid at period end | $ 7.7 | $ 7.3 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Millions, $ in Millions | Total | $0.001 Par Value Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
Beginning balance (in shares) at Dec. 31, 2021 | 55.1 | |||||
Beginning balance at Dec. 31, 2021 | $ 1,619 | $ 0.1 | $ (152.2) | $ 829.4 | $ (16.1) | $ 957.8 |
Beginning balance (in shares) at Dec. 31, 2021 | (3.8) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (3.7) | (3.7) | ||||
Share-based compensation activity (in shares) | 0.2 | |||||
Share-based compensation activity | 5.4 | 5.4 | ||||
Repurchases of stock (in shares) | (1.1) | |||||
Repurchases of common stock | (52.2) | $ (52.2) | ||||
Other comprehensive loss, net of tax | 6.8 | 6.8 | ||||
Ending balance (in shares) at Mar. 31, 2022 | 55.3 | |||||
Ending balance at Mar. 31, 2022 | 1,575.3 | $ 0.1 | $ (204.4) | 834.8 | (9.3) | 954.1 |
Ending balance (in shares) at Mar. 31, 2022 | (4.9) | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 55.1 | |||||
Beginning balance at Dec. 31, 2021 | 1,619 | $ 0.1 | $ (152.2) | 829.4 | (16.1) | 957.8 |
Beginning balance (in shares) at Dec. 31, 2021 | (3.8) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (60.1) | |||||
Repurchases of stock (in shares) | (1.8) | |||||
Repurchases of common stock | $ (75.5) | |||||
Other comprehensive loss, net of tax | 10 | |||||
Ending balance (in shares) at Jun. 30, 2022 | 55.5 | |||||
Ending balance at Jun. 30, 2022 | 1,513.2 | $ 0.1 | $ (227.7) | 849.2 | (6.1) | 897.7 |
Ending balance (in shares) at Jun. 30, 2022 | (5.6) | |||||
Beginning balance (in shares) at Mar. 31, 2022 | 55.3 | |||||
Beginning balance at Mar. 31, 2022 | 1,575.3 | $ 0.1 | $ (204.4) | 834.8 | (9.3) | 954.1 |
Beginning balance (in shares) at Mar. 31, 2022 | (4.9) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (56.4) | (56.4) | ||||
Share-based compensation activity (in shares) | 0.2 | |||||
Share-based compensation activity | 14.4 | 14.4 | ||||
Repurchases of stock (in shares) | (0.7) | |||||
Repurchases of common stock | (23.3) | $ (23.3) | ||||
Other comprehensive loss, net of tax | 3.2 | 3.2 | ||||
Ending balance (in shares) at Jun. 30, 2022 | 55.5 | |||||
Ending balance at Jun. 30, 2022 | $ 1,513.2 | $ 0.1 | $ (227.7) | 849.2 | (6.1) | 897.7 |
Ending balance (in shares) at Jun. 30, 2022 | (5.6) | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 55.7 | 55.7 | ||||
Beginning balance at Dec. 31, 2022 | $ 1,383 | $ 0.1 | $ (227.7) | 873.5 | 3.1 | 734 |
Beginning balance (in shares) at Dec. 31, 2022 | (5.6) | (5.6) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ (183) | (183) | ||||
Share-based compensation activity (in shares) | 0.3 | |||||
Share-based compensation activity | 4.7 | 4.7 | ||||
Other comprehensive loss, net of tax | (2.1) | (2.1) | ||||
Ending balance (in shares) at Mar. 31, 2023 | 56 | |||||
Ending balance at Mar. 31, 2023 | $ 1,202.6 | $ 0.1 | $ (227.7) | 878.2 | 1 | 551 |
Ending balance (in shares) at Mar. 31, 2023 | (5.6) | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 55.7 | 55.7 | ||||
Beginning balance at Dec. 31, 2022 | $ 1,383 | $ 0.1 | $ (227.7) | 873.5 | 3.1 | 734 |
Beginning balance (in shares) at Dec. 31, 2022 | (5.6) | (5.6) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ (444.3) | |||||
Other comprehensive loss, net of tax | $ (4.7) | |||||
Ending balance (in shares) at Jun. 30, 2023 | 57.4 | 57.4 | ||||
Ending balance at Jun. 30, 2023 | $ 956.3 | $ 0.1 | $ (227.7) | 895.8 | (1.6) | 289.7 |
Ending balance (in shares) at Jun. 30, 2023 | (5.6) | (5.6) | ||||
Beginning balance (in shares) at Mar. 31, 2023 | 56 | |||||
Beginning balance at Mar. 31, 2023 | $ 1,202.6 | $ 0.1 | $ (227.7) | 878.2 | 1 | 551 |
Beginning balance (in shares) at Mar. 31, 2023 | (5.6) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (261.3) | (261.3) | ||||
Share-based compensation activity (in shares) | 0.3 | |||||
Share-based compensation activity | 9.4 | 9.4 | ||||
At-the-market sale of stock, net of commissions and expenses (in shares) | 1.1 | |||||
At-the-market sale of stock, net of commissions and expenses | 8.2 | 8.2 | ||||
Other comprehensive loss, net of tax | $ (2.6) | (2.6) | ||||
Ending balance (in shares) at Jun. 30, 2023 | 57.4 | 57.4 | ||||
Ending balance at Jun. 30, 2023 | $ 956.3 | $ 0.1 | $ (227.7) | $ 895.8 | $ (1.6) | $ 289.7 |
Ending balance (in shares) at Jun. 30, 2023 | (5.6) | (5.6) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - $ / shares | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Stockholders' Equity [Abstract] | ||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Nature of the business and orga
Nature of the business and organization | 6 Months Ended |
Jun. 30, 2023 | |
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., including its consolidated subsidiaries (“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 four PHT categories: chemical, biological, radiological, nuclear and explosives ("CBRNE"); emerging infectious diseases ("EID"); emerging health crises; and acute/emergency care. The Company has a current product portfolio of 12 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 structures the business with a focus on markets and customers. As such, the key components of the business structure include the following four product and service categories: Anthrax - Medical Countermeasures ("MCM") Products, NARCAN, Smallpox - MCM Products and CDMO Services. The Company operates as two operating segments: (1) a products segment ("Products") consisting of the Anthrax - MCM products, NARCAN, Smallpox - MCM products and Other products and (2) a services segment ("Services") focused on CDMO services (Note 17, "Segment information " ). The Company's products and services include: Anthrax - MCM Products • Anthrasil ® (Anthrax Immune Globulin Intravenous (human)), the only polyclonal antibody therapeutic licensed by the United States Food and Drug Administration (“FDA”) and Health Canada for the treatment of inhalational anthrax in combination with appropriate antibacterial drugs; • BioThrax ® (Anthrax Vaccine Adsorbed), the only vaccine licensed by the FDA for the general use prophylaxis and post-exposure prophylaxis of anthrax disease; • CYFENDUS™ (Anthrax vaccine adsorbed (AVA), adjuvanted), previously known as AV7909, which was recently approved by the FDA for post-exposure prophylaxis of disease following suspected or confirmed exposure to Bacillus anthracis in persons 18 through 65 years of age when administered in conjunction with recommended antibacterial drugs. CYFENDUS™ is procured by certain authorized government buyers for their use; • Raxibacumab injection, the first fully human monoclonal antibody therapeutic licensed by the FDA for the treatment and prophylaxis of inhalational anthrax; NARCAN • NARCAN ® (naloxone HCl) Nasal Spray, an intranasal formulation of naloxone approved by the FDA (including in over-the-counter form) and Health Canada for the emergency treatment of known or suspected opioid overdose as manifested by respiratory and/or central nervous system depression; Smallpox - 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; • 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; and • 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. Other Products • 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; • Ebanga™ (ansuvimab-zykl), 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™; • 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; 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. Sale of Travel Health Business On May 15, 2023 the Company completed the sale of its products segment's travel health business, including rights to Vivotif®, the licensed typhoid vaccine; Vaxchora®, the licensed cholera vaccine; the development-stage chikungunya vaccine candidate CHIKV VLP; the Company’s manufacturing site in Bern, Switzerland; and certain of its development facilities in San Diego, California. For additional information refer to Note 3, "Divestiture". 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 to customers from across the pharmaceutical and biotechnology industries as well as the U.S. Government (“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. |
Summary of significant accounti
Summary of significant accounting policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Basis of presentation and consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Emergent and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements included herein have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC. All adjustments contained in the accompanying unaudited condensed consolidated financial statements are of a normal recurring nature and are necessary to present fairly the financial position of the Company as of June 30, 2023. Interim results are not necessarily indicative of results that may be expected for any other interim period or for an entire year. Going concern As of June 30, 2023, there is $250.2 million outstanding on the Company's Revolving Credit Facility and $206.1 million on Term Loan Facility that matures in May 2025. 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. This evaluation considered the mitigating effect of management’s plans that have been implemented as of June 30, 2023. Management may evaluate 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 plans include (A) amending the agreement for the Senior Secured Credit Facilities which occurred on May 15, 2023 with the Fourth Amendment to Amended and Restated Credit Agreement, Waiver and First Amendment to Amended and Restated Collateral Agreement (the “Credit Agreement Amendment”), and (B) the execution of the capital raise requirement prescribed in the Credit Agreement Amendment, as further described below. While the Company executed the Credit Agreement Amendment and extended the maturity date on the Senior Secured Credit Facilities to May 15, 2025, the Credit Agreement Amendment also requires the Company to raise at least $75.0 million through the issuance of equity and/or unsecured indebtedness by April 30, 2024. As a result of this provision, the Company has determined it is appropriate to continue to classify the debt as a current liability on the Condensed Consolidated Balance Sheets. While the Company expects to complete these actions, management cannot make the assumption that it is probable that the Company will be successful. As a result, the Company continues to evaluate a number of uncertain factors related to its assessment of its ability to satisfy the capital raise requirement, including its ability to comply with the terms and operating and financial covenants required by the Senior Secured Credit Facilities, other market conditions, economic conditions, particularly in the pharmaceutical and biotechnology industry, disruptions or volatility caused by factors such as lingering impacts of the COVID-19 pandemic, regional conflicts, inflation, and supply chain disruptions. The Condensed Consolidated Financial Statements have been prepared assuming the Company will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Pre-launch inventory Within the Company's Products segment, costs relating to raw materials and production of inventory in preparation for product launch prior to regulatory approval are capitalized when the review process has progressed to a point where objective and persuasive evidence exists that regulatory approval is probable, the future economic benefit is expected to be realized, and the Company believes that material uncertainties related to the ultimate regulatory approval have been significantly reduced. Pre-launch inventory is recorded to research and development expense unless these criteria are met. For pre-launch inventory that is capitalized, the Company considers a number of specific facts and circumstances, including the product candidate’s current status in the drug development and regulatory approval process, results from related clinical trials, results from meetings with relevant regulatory agencies prior to the filing of regulatory applications, potential obstacles to the approval process, historical experience, viability of commercialization and market trends. This policy is not applicable to pre-launch inventory purchased to satisfy a performance obligation related to a CDMO contract as CDMO pre-launch inventory may be capitalized if it has future economic benefit based on the terms of the contract. Significant accounting policies With the exception of the policy on pre-launch inventory discussed above, there have been no significant changes to the Company's summary of significant accounting policies during the six months ended June 30, 2023 contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, that have materially impacted the presentation of the Company's financial statements. 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. New accounting standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board that the Company adopts as of the pronouncement's specified effective date. There were no new accounting pronouncements that were issued or became effective since the issuance of the Company’s 2022 Annual Report on Form 10-K that had, or are expected to have, a material impact on its consolidated financial position, results of operations or cash flows. |
Divestiture
Divestiture | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestiture | Divestiture On May 15, 2023, pursuant to the Purchase and Sale Agreement (the “Purchase and Sale Agreement”), by and between the Company, through its wholly owned subsidiaries Emergent International Inc. and Emergent Travel Health Inc. and Bavarian Nordic ("Bavarian Nordic”), the Company completed the previously announced sale of the Company’s travel health business, including rights to Vivotif®, the licensed typhoid vaccine; Vaxchora®, the licensed cholera vaccine; the development-stage chikungunya vaccine candidate CHIKV VLP; the Company’s manufacturing site in Bern, Switzerland; and certain of its development facilities in San Diego, California. At the closing, Bavarian Nordic paid a cash purchase price of $270.0 million, exclusive of customary closing adjustments for cash, indebtedness, working capital and transaction expenses of the business at closing. Bavarian Nordic may also be required to pay 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 earn-out payments of up to $30.0 million based on aggregate net sales of Vaxchora and Vivotif in calendar year 2026. As a result of the divestiture, during the three months ended June 30, 2023, the Company recognized a pre-tax gain of $74.9 million, net of transaction costs of $4.0 million, which was recorded within "Gain on sale of business" on the Condensed Consolidated Statements of Operations. The Company determined that the disposal of the travel health business does not qualify for reporting as a discontinued operation since it does not represent a strategic shift that has or will have a major effect on our operations and financial results. No adjustments were made to prior period results as a result of the disposal. In connection with the divestiture, the Company entered into a Transition Services Agreement (“TSA”) with Bavarian Nordic to help support its ongoing operations. Under the TSA, the Company will provide certain transition services to Bavarian Nordic, including information technology, finance and enterprise resource planning, research and development, human resources, employee benefits and other limited services. Income from performing services under the TSA was recorded within "Other income (expense), net" on the Condensed Consolidated Statements of Operations and was $1.0 million for the three and six months ended June 30, 2023. |
Restructuring and impairment co
Restructuring and impairment costs | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and impairment costs | Restructuring and impairment charges Impairment of long-lived assets The Company tests its long-lived assets that are held and used for recoverability whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. During the preparation of our financial statements for the three months ended June 30, 2023, due to deterioration in performance and resulting downward revisions to our internal CDMO forecast made during the second quarter, including future expected cash flows, the Company determined there were sufficient indicators of impairment on certain asset groups within the CDMO reporting unit to require an impairment analysis. As a result, the Company performed recoverability tests on certain asset groups within the CDMO reporting unit and concluded that the impacted asset groups were not recoverable as the undiscounted expected cash flows did not exceed their carrying values. Asset groups are written down only to the extent that their carrying value is higher than their respective fair value. The Company, with the assistance of a third-party valuation firm, applied valuation methods to estimate the fair values for each of the assets within the different asset classes. An orderly liquidation value was applied to estimate the fair value of the personal property assets and market and cost based approaches were applied to estimate the fair value of the real property assets, each representing Level 3 non-recurring fair value measurements. Based on this analysis, the Company allocated and recognized a non-cash impairment charge of $306.7 million during the three months ended June 30, 2023. The table below presents the total impairment charge by asset class for the three months ended June 30, 2023: Three Months Ended June 30, 2023 Buildings, building improvements and leasehold improvements $ 81.5 Furniture and equipment 117.5 Software 0.3 Construction-in-progress 107.4 Total impairment on long-lived assets $ 306.7 January 2023 Organizational Restructuring Plan In January 2023, the Company initiated an organizational restructuring plan (the “January 2023 Plan”) intended to reduce operating costs, improve operating margins, and continue advancing the Company’s ongoing commitment to profitable growth. As part of the January 2023 Plan, the Company eliminated approximately five percent of its total headcount. The Company made a $(0.1) million adjustment to the incurred charges in connection with the January 2023 Plan during the three months ended June 30, 2023 and incurred approximately $9.6 million in charges during the six months ended June 30, 2023. These charges consist primarily of charges related to employee transition, severance payments and employee benefits. All activities related to the January 2023 Plan were substantially completed during the first quarter of 2023. Restructuring costs are recognized as an operating expense within the Condensed Consolidated Statement of Operations and are classified based on the Company's classification policy for each category of operating expense. The following table presents the total restructuring costs associated with the Company’s segments as well as unallocated corporate and research and development ("R&D") charges for the three and six months ended June 30, 2023: Three Months Ended Six Months Ended Products $ — $ 2.0 Services — — Total restructuring costs by segment — 2.0 Corporate 0.1 5.1 R&D $ (0.2) 2.5 Total restructuring costs $ (0.1) $ 9.6 The following table presents the total restructuring costs, by function, for the three and six months ended June 30, 2023: Three Months Ended June 30, 2023 Six Months Ended Employee transition $ — $ 0.3 Severance payments 0.1 8.8 Employee benefits (0.2) 0.5 Total restructuring costs $ (0.1) $ 9.6 The following table provides the components of and changes in the Company's restructuring accrual during the three and six months ended June 30, 2023: Employee Transition Severance Payments Employee Benefits Total Balance at December 31, 2022 $ — $ — $ — $ — Accruals 0.3 8.7 0.7 9.7 Cash payments (0.2) (2.0) (0.1) (2.3) Balance at March 31, 2023 $ 0.1 $ 6.7 $ 0.6 $ 7.4 Accruals — 0.1 (0.2) (0.1) Cash payments — (3.6) (0.1) (3.7) Balance at June 30, 2023 $ 0.1 $ 3.2 $ 0.3 $ 3.6 |
Inventories, net
Inventories, net | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories, net consisted of the following: June 30, 2023 December 31, 2022 Raw materials and supplies $ 140.3 $ 143.4 Work-in-process 149.3 116.2 Finished goods 64.7 92.2 Total inventories, net $ 354.3 $ 351.8 Inventories, net is stated at the lower of cost or net realizable value . |
Property, plant and equipment,
Property, plant and equipment, net | 6 Months Ended |
Jun. 30, 2023 | |
Property Plant and Equipment Income Statement Disclosures [Abstract] | |
Property, plant and equipment, net | Property, plant and equipment, net Property, plant and equipment, net consisted of the following: June 30, 2023 (1) December 31, 2022 Land and improvements $ 30.0 $ 54.9 Buildings, building improvements and leasehold improvements 226.4 327.9 Furniture and equipment 412.3 567.5 Software 64.7 65.6 Construction-in-progress 53.5 185.5 Property, plant and equipment, gross $ 786.9 $ 1,201.4 Less: Accumulated depreciation & amortization (391.4) (383.8) Total property, plant and equipment, net $ 395.5 $ 817.6 (1) During the three months ended June 30, 2023, the Company recorded a non-cash impairment charge of $306.7 million related to certain CDMO long-lived assets. See Note 4, "Restructuring and impairment charges" for more details regarding the impairment charge. As of June 30, 2023, construction-in-progress primarily included costs incurred to advance the Company's MCM Product capabilities. As of December 31, 2022, construction-in-progress primarily included costs incurred due 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 manufacturing services agreement with Janssen (the "Agreement"). For additional information related to the termination of the Agreement, refer to Note 13, "Revenue recognition". |
Intangible assets and goodwill
Intangible assets and goodwill | 6 Months Ended |
Jun. 30, 2023 | |
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. The following table summarizes the Company's Intangible assets, net: Weighted Average Useful Life in Years June 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount (1) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Products 13.6 $ 849.1 $ 256.3 $ 592.8 $ 982.1 $ 253.3 $ 728.8 Customer relationships 0.0 28.6 28.6 — 28.6 28.6 — CDMO 0.0 5.5 5.5 — 5.5 5.5 — Total intangible assets $ 883.2 $ 290.4 $ 592.8 $ 1,016.2 $ 287.4 $ 728.8 (1) During the six months ended June 30, 2023, the Company sold $102.9 million of intangible assets, net as part of the sale of its travel health business to Bavarian Nordic. See Note 3, "Divestiture" for more information on the sale of the business. Amortization expense associated with the Company's intangible assets was recorded as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Amortization expense $ 16.1 $ 14.0 $ 33.1 $ 28.0 The table below summarizes the changes in the carrying amount of goodwill by reportable segment: Products (1) Services (2) Total Balance at December 31, 2022 $ 218.2 $ — $ 218.2 Balance at June 30, 2023 $ 218.2 $ — $ 218.2 (1) Amounts for the Company's Products segment include gross carrying values of $259.9 million as of June 30, 2023 and December 31, 2022 and accumulated impairment losses of $41.7 million. (2) Amounts for the Company's Services segment include gross carrying values of $6.7 million as of June 30, 2023 and December 31, 2022, and accumulated impairment losses of $6.7 million. The Company has $218.2 million of total goodwill which is attributable to its Products segment. Quantitative impairment assessments performed during the quarter ended June 30, 2023 indicated that the fair value of the reporting unit was approximately 14% in excess over its carrying value as of the assessment date. There is the risk of future impairments in our reporting unit as any further deterioration in their performance compared to forecast, changes in order volumes or delivery schedules for major customers, decline in our stock price, as well as any changes in economic forecasts and expected recovery in the biopharmaceutical industry, may require the Company to complete additional impairment tests in future quarters and could result in a reporting unit’s fair value falling below carrying value in subsequent quarters. In the event the Company experiences factors that it believes indicate a decline in fair value, including negative changes to long-term growth rates or if discount rates increase, we may be required to record impairments of goodwill and other identified intangible assets. Further, if the composition of the Company’s reporting units' assets and liabilities were to change and result in an increase in a reporting unit’s carrying value, it could lead to additional impairment testing and further impairment losses. |
Fair value measurements
Fair value measurements | 6 Months Ended |
Jun. 30, 2023 | |
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 indicates the level within the fair value hierarchy of the valuation techniques the Company utilized to determine fair value: June 30, 2023 December 31, 2022 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Money market accounts $ 20.1 $ 20.1 $ — $ — $ 320.8 $ 320.8 $ — $ — Time deposits — — — — 170.7 — 170.7 — Derivative instruments — — — — 8.5 — 8.5 — Total $ 20.1 $ 20.1 $ — $ — $ 500.0 $ 320.8 $ 179.2 $ — Liabilities: Contingent consideration $ 7.4 $ — $ — $ 7.4 $ 6.8 $ — $ — $ 6.8 Total $ 7.4 $ — $ — $ 7.4 $ 6.8 $ — $ — $ 6.8 Contingent consideration 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 liabilities associated with business combinations are measured at fair value. These liabilities represent an obligation of the Company to transfer additional assets to the selling shareholders and owners if future events occur or conditions are met. These liabilities associated with business combinations are measured at fair value at inception and at each subsequent reporting date. The changes in the fair value are primarily due to the expected amount and timing of future net sales, which are inputs that have no observable market. Any changes in fair value for the contingent consideration liabilities related to the Company’s products are classified in the Company's statement of operations as "Cost of product sales." The table below is a reconciliation of the beginning and ending balance of the Company's contingent consideration liability: Contingent Consideration Balance at December 31, 2022 $ 6.8 Change in fair value 1.5 Settlements (0.7) Balance at March 31, 2023 7.6 Change in fair value 0.4 Settlements (0.6) Balance at June 30, 2023 $ 7.4 As of June 30, 2023 and December 31, 2022, the current portion of the contingent consideration liability was $3.6 million and $3.1 million, respectively, and was included in "Other current liabilities" on the Condensed Consolidated Balance Sheets. The non-current portion of the contingent consideration liability is included in "Other liabilities" on the Condensed Consolidated Balance Sheets. The recurring Level 3 fair value measurement for the Company's contingent consideration liability include the following significant unobservable inputs: Contingent Consideration Liability Fair Value as of June 30, 2023 Valuation Technique Unobservable Input Range Royalty based $7.4 million Discounted cash flow Discount rate 9.7% Probability of payment 0% - 75% Projected year of payment 2023 - 2028 Derivative instruments Refer to Note 9, "Derivative instruments and hedging activities " for more information about the Company's derivative instruments. Non-variable rate debt As of June 30, 2023 and December 31, 2022, t he fair value of the Company's 3.875% Senior Unsecured Notes was $252.9 million and $225.1 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 10, "Debt"). |
Derivative instruments and hedg
Derivative instruments and hedging activities | 6 Months Ended |
Jun. 30, 2023 | |
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. From time to time, the Company enters into interest rate swap transactions to manage exposures that arise from payments of variable interest rate debt associated with the Company's senior secured credit agreements. The objective and strategy with respect to these interest rate swaps is to protect the Company against adverse fluctuations in interest rates. During the quarter ended June 30, 2023, the Company terminated its designated interest rate swap transactions with a total notional value of $350.0 million. Hedge accounting was also discontinued at that time. As of June 30, 2023, the remaining accumulated other comprehensive income associated with the terminated interest rate swaps, before tax, was $3.5 million and will be amortized to earnings over the remaining term of the interest rate swaps prior to termination. The table below presents the fair value of the Company’s derivative financial instruments designated as hedges as well as their classification on the Condensed Consolidated Balance Sheets: Fair Value of Asset Derivatives Classification June 30, 2023 December 31, 2022 Interest Rate Swaps Other Current Assets $ — $ 8.5 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 following table summarizes the amount of gains or losses reclassified from "Accumulated other comprehensive income (loss), net" into "Interest expense" on the Condensed Consolidated Statement of Operations during the three and six months ended June 30, 2023 and 2022: Classification Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Interest rate swaps gain (loss) Interest expense $ 2.9 $ (0.9) $ 5.3 $ (2.3) |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The table below presents the components of the Company’s debt: June 30, 2023 December 31, 2022 Senior secured credit agreement - Term loan due 2025 $ 206.1 $ 362.8 Senior secured credit agreement - Revolver loan due 2025 250.2 598.0 3.875% Senior Unsecured Notes due 2028 450.0 450.0 Other 3.0 3.0 Total debt $ 909.3 $ 1,413.8 Less: Unamortized debt issuance costs (1) (6.1) (8.0) Less: Current portion of long-term debt, net (455.2) (957.3) Non-current portion of debt, net $ 448.0 $ 448.5 (1) As of June 30, 2023, excludes the unamortized debt issuance costs related to the revolver loan which are included within "Other current assets" on the accompanying Condensed Consolidated Balance Sheet. During the quarter ended June 30, 2023, the Company reclassified the debt issuance costs associated with the revolver loan to "Other current assets." Prior to the second quarter of 2023, the debt issuance costs associated with the revolver loan were classified as a direct offset to the carrying value of the debt within "Other current liabilities." As of June 30, 2023 and December 31, 2022, the Company had $13.5 million and $1.3 million of debt issuance costs associated with the revolver loan, 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 "2028 Notes") of which the majority of the net proceeds were used to pay do wn the Revolving Credit Facility. Interest on the 2028 Notes is payable on February 15th and August 15th of each year until maturity, beginning on February 15, 2021. The 2028 Notes will mature on August 15, 2028. On or after August 15, 2023, the Company may redeem the 2028 Notes, in whole or in part, at the redemption prices set forth in the related Indenture, plus accrued and unpaid interest. Prior to August 15, 2023 the Company may redeem all or a portion of the 2028 Notes at a redemption price equal to 100% of the principal amount of the 2028 Notes plus a “make-whole” premium and accrued and unpaid interest. Prior to August 15, 2023, the Company may redeem up to 40% of the aggregate principal amount of the 2028 Notes using the net cash proceeds of certain equity offerings at the redemption price set forth in the related Indenture. Upon the occurrence of a change of control, the Company must offer to repurchase the 2028 Notes at a purchase price of 101% of the principal amount of such 2028 Notes plus accrued and unpaid interest. Negative covenants in the Indenture governing the 2028 Notes, among other things, limit the ability of the Company to incur indebtedness and liens, dispose of assets, make investments, enter into certain merger or consolidation transactions and make restricted payments. Senior Secured Credit Facilities On May 15, 2023, the Company entered into the Credit Agreement Amendment. The Credit Agreement Amendment amends the Existing Credit Agreement to, among other things, (a) extend the maturity date of the Senior Secured Credit Facilities from October 13, 2023 to May 15, 2025, (b) reduce the available commitments under the Revolving Credit Facility from $600.0 million to $300.0 million, (c) remove the Company's ability to incur incremental loans and (d) amend certain mandatory prepayment triggers, affirmative covenants, negative covenants and events of default thereunder. In connection with the Credit Agreement Amendment, the Company used the approximately $270.0 million of proceeds from the sale of its travel health business to Bavarian Nordic, which closed on May 15, 2023, together with approximately $217.2 million of cash on hand, to repay approximately $144.4 million in outstanding principal amount of loans under the Term Loan Facility and $342.8 million outstanding principal amount of loans under the Revolving Credit Facility.The Credit Agreement Amendment also requires that we make quarterly principal payments on the Term Loan Facility of approximately $3.9 million, which commenced on June 30, 2023 and will extend through March 31, 2025. The Credit Agreement Amendment also (w) amends the consolidated debt service coverage ratio financial covenant to require the minimum level to be 2.25 to 1.00 for the fiscal quarters ending March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024, and then 2.50 to 1.00 for each fiscal quarter ending thereafter, (x) amends the consolidated leverage ratio to require the maximum level to be 4.50 to 1.00 for the fiscal quarter ending March 31, 2024 and each fiscal quarter ending thereafter, (y) adds minimum Consolidated EBITDA requirements and maximum capital expenditure requirements for each of the months ending April 30, 2023 through February 29, 2024 and a minimum liquidity requirement as of the end of each calendar month and (z) requires the Company to increase its liquidity by April 30, 2024 by raising at least $75.0 million of equity or unsecured indebtedness. In addition, the Credit Agreement Amendment replaces the interest rate benchmark such that borrowings under the Revolving Credit Facility and the outstanding principal amount of the Term Loan Facility shall bear interest at a rate per annum equal to (a) a rate based on SOFR, EURIBOR or CDOR plus a margin of 6.00% until March 31, 2024 and thereafter, a margin ranging from 2.75% to 4.00% depending on the Company’s consolidated leverage ratio, or (b) a base rate (which is the highest of the prime rate, the federal funds rate plus 0.50%, and a SOFR rate for an interest period of one month plus 1%) plus a margin of 5.00% until March 31, 2024 and thereafter, a margin ranging from 1.75% to 3.00% depending on the Company’s consolidated leverage ratio. In addition, the commitment fee the Company is required to pay in respect of the annual daily unused commitments under the Revolving Credit Facility shall be 0.15% to 0.40% per annum, depending on the Company’s consolidated leverage ratio. Under the Credit Agreement Amendment, the Company and the other guarantors have also agreed to provide a lien over certain assets as additional collateral for the benefit of the lenders, including owned real property, equity interests of foreign subsidiaries and certain deposit accounts. |
Stock-based compensation and st
Stock-based compensation and stockholders' equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stock-based compensation and stockholders' equity | Stock-based compensation and stockholders' equity Stock-based compensation During the six months ended June 30, 2023, the Company granted stock options to purchase 0.7 million shares of common stock, 1.4 million restricted stock units and 0.5 million performance stock units under the Emergent BioSolutions Inc. Stock Incentive Plan. Performance stock units are presented at the target payout percentage of 100% of target shares granted. Typically, the stock options and restricted stock unit grants vest over three equal annual installments beginning on the day prior to the anniversary of the grant date. The performance stock units settle in stock at the end of the three-year performance period based on the Company's results compared to the performance criteria. During the six months ended June 30, 2023, 0.6 million of stock options and 0.4 million shares of restricted stock units were forfeited prior to the completion of the applicable vesting requirements or expiration. Additionally, an immaterial amount of performance stock units were forfeited during the six months ended June 30, 2023, as the award targets or vesting requirements were not achieved. Stock-based compensation expense, net of forfeitures was recorded in the following financial statement line items: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of product sales $ 1.2 $ 1.9 $ 2.6 $ 3.6 Cost of CDMO 0.3 0.6 0.6 1.0 R&D 0.4 1.5 1.1 2.6 Selling, general and administrative 6.4 8.3 10.8 15.0 Total stock-based compensation expense $ 8.3 $ 12.3 $ 15.1 $ 22.2 2021 Share 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"), of which $187.9 million was utilized to purchase approximately 4.4 million shares. The Share Repurchase Program expired on November 11, 2022. During the three and six months ended June 30, 2022, the Company utilized $23.3 million and $75.5 million to purchase approximately 0.7 million and 1.8 million shares, respectively. 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 the Company's stock plans and for other corporate purposes. At-the-Market Equity Offering Facility We may, from time to time, sell up to $150.0 million aggregate gross sales price of shares of our common stock through Evercore Group L.L.C. and RBC Capital Markets, LLC, as sales agents, under an “at-the-market” equity offering program (the “ATM Program”) that we entered into on May 18, 2023. During the three months ended June 30, 2023, we sold 1.1 million shares of our common stock under the ATM Program for gross proceeds of $9.1 million, representing an average price of $8.22 per share. As of June 30, 2023, $140.9 million aggregate gross sales price of shares of our common stock remains available for issuance under the ATM Program. We intend to use proceeds obtained from the sale of shares under the ATM Program for general corporate purposes. 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, 2022 $ 3.5 $ 6.2 $ (6.6) $ 3.1 Other comprehensive income (loss) before reclassifications — (4.4) (0.1) (4.5) Amounts reclassified from accumulated other comprehensive income (loss) — 2.4 — 2.4 Net current period other comprehensive income (loss) — (2.0) (0.1) (2.1) Balance at March 31, 2023 $ 3.5 $ 4.2 $ (6.7) $ 1.0 Other comprehensive income (loss) before reclassifications — 1.2 2.6 3.8 Amounts reclassified from accumulated other comprehensive income (loss) (3.5) (2.9) — (6.4) Net current period other comprehensive income (loss) (3.5) (1.7) 2.6 (2.6) Balance at June 30, 2023 $ — $ 2.5 $ (4.1) $ (1.6) Balance at December 31, 2021 $ (4.0) $ (4.5) $ (7.6) $ (16.1) Other comprehensive income (loss) before reclassifications — 4.9 0.5 5.4 Amounts reclassified from accumulated other comprehensive income (loss) — 1.4 — 1.4 Net current period other comprehensive income (loss) — 6.3 0.5 6.8 Balance at March 31, 2022 $ (4.0) $ 1.8 $ (7.1) $ (9.3) Other comprehensive income (loss) before reclassifications — 1.9 0.4 2.3 Amounts reclassified from accumulated other comprehensive income (loss) — 0.9 — 0.9 Net current period other comprehensive income (loss) — 2.8 0.4 3.2 Balance at June 30, 2022 $ (4.0) $ 4.6 $ (6.7) $ (6.1) The tables below present the tax effects related to each component of other comprehensive income (loss): Three Months Ended June 30, 2023 2022 Pretax Tax Expense Net of tax Pretax Tax Expense Net of tax Defined benefit pension plan $ (4.1) $ 0.6 $ (3.5) $ — $ — $ — Derivative instruments (2.4) 0.7 (1.7) 3.8 (1.0) 2.8 Foreign currency translation adjustments 2.1 0.5 2.6 1.3 (0.9) 0.4 Total adjustments $ (4.4) $ 1.8 $ (2.6) $ 5.1 $ (1.9) $ 3.2 Six Months Ended June 30, 2023 2022 Pretax Tax Expense Net of tax Pretax Tax Expense Net of tax Defined benefit pension plan $ (4.1) $ 0.6 $ (3.5) $ — $ — $ — Derivative instruments (5.0) 1.3 (3.7) 12.4 (3.3) 9.1 Foreign currency translation adjustments 2.0 0.5 2.5 2.0 (1.1) 0.9 Total adjustments $ (7.1) $ 2.4 $ (4.7) $ 14.4 $ (4.4) $ 10.0 |
Loss per common share
Loss per common share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Loss per common share | Loss per common share Basic loss per common share is calculated using the treasury method by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per common share adjusts basic loss per common share for the effects of potentially dilutive common shares and is calculated using the treasury stock method. Potentially dilutive common shares include the dilutive effect of shares issuable under our equity compensation plans, including stock options, restricted stock units and performance stock units. Diluted loss per share excludes anti-dilutive securities, which represent the number of potential common shares related to shares issuable under our equity compensation plan that were excluded from diluted loss per common share because their effect would have been antidilutive. The following table presents the calculation of basic and diluted loss per share: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net loss $ (261.3) $ (56.4) $ (444.3) $ (60.1) Denominator: Weighted-average number of shares outstanding-basic 50.7 50.0 50.5 50.3 Weighted-average number of shares outstanding-diluted 50.7 50.0 50.5 50.3 Net loss per common share - basic $ (5.15) $ (1.13) $ (8.80) $ (1.19) Net loss per common share - diluted $ (5.15) $ (1.13) $ (8.80) $ (1.19) Anti-dilutive securities 3.6 1.8 3.4 3.0 |
Revenue recognition
Revenue recognition | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognition | Revenue recognition The Company operates as two operating segments (see Note 17, "Segment information"). The Company's revenues disaggregated by the major sources were as follows: Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 USG Non-USG Total USG Non-USG Total Product sales, net $ 150.5 $ 151.7 $ 302.2 $ 118.2 $ 119.0 $ 237.2 CDMO: Services — 26.4 26.4 — 2.7 2.7 Leases — 2.7 2.7 — (4.5) (4.5) Total CDMO $ — $ 29.1 $ 29.1 $ — $ (1.8) $ (1.8) Contracts and grants 4.6 2.0 6.6 6.2 1.1 7.3 Total revenues $ 155.1 $ 182.8 $ 337.9 $ 124.4 $ 118.3 $ 242.7 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 USG Non-USG Total USG Non-USG Total Product sales, net $ 176.6 $ 269.0 $ 445.6 $ 221.6 $ 252.7 $ 474.3 CDMO: Services — 39.8 39.8 — 54.5 54.5 Leases — 4.5 4.5 — 4.5 4.5 Total CDMO $ — $ 44.3 $ 44.3 $ — $ 59.0 $ 59.0 Contracts and grants 9.5 3.6 13.1 15.3 1.6 16.9 Total revenues $ 186.1 $ 316.9 $ 503.0 $ 236.9 $ 313.3 $ 550.2 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 three months ended June 30, 2023, there were no impacts on previously recognized revenue or depreciation related to the conclusion of the Agreement. As of June 30, 2023, the Company has no billed or unbilled net accounts receivable related to the Agreement. Beginning in the fourth quarter of 2022, because the arbitration process is expected to extend longer than one year, the Company reclassified amounts related to the Janssen Agreement from "Inventories, net" and from "Prepaid expenses and other current assets" to "Other assets", resulting in $152.7 million in long-term assets related to the Janssen Agreement on the Condensed Consolidated Balance Sheet as of December 31, 2022. The long-term asset balance within "Other Assets" related to the Agreement as of June 30, 2023 was $154.0 million. 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 June 30, 2023, 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 $5.2 million of non-cancelable orders as of June 30, 2023 which have not been received and Janssen has not reimbursed. CDMO operating leases Certain multi-year CDMO service arrangements with commercial 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 weighted average remaining term on the Company's operating lease components approximates 3.2 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. Excluding future amounts related to the Agreement as discussed above, the Company estimates future operating lease revenues to be $0.6 million in the remainder of 2023, $0.9 million in 2024, $0.9 million in 2025, $0.9 million in 2026, $0.9 million in 2027 and $0.9 million in years beyon d 2027. Transaction price allocated to remaining performance obligations As of June 30, 2023, the Company has future contract value on unsatisfied performance obligations of approximately $452.0 million associated with all arrangements entered into by the Company. The Company expects to recognize $443.2 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 associated 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 that the Company does not currently have a contractual right to bill, to be contract assets. As of June 30, 2023 and December 31, 2022, the Company had $30.3 million an d $34.8 million , respectively, of contract assets recorded within "Accounts receivable, net" on the Condensed 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 amounts allocated to those performance obligations is reflected as contract liabilities on the Condensed 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 liability balances: Contract Liabilities Balance at December 31, 2022 $ 31.7 Balance at June 30, 2023 $ 19.3 Revenue recognized in the period from amounts included in contract liability at the beginning of the period: $ (6.8) As of June 30, 2023 and December 31, 2022, the current portion of contract liabilities was $14.3 million and $26.4 million, respectively, and was included in "Other current liabilities" on the Condensed Consolidated Balance Sheets. Accounts receivable and allowance for expected credit losses Accounts receivable, including unbilled accounts receivable contract assets, consist of the following: June 30, 2023 December 31, 2022 Accounts receivable: Billed $ 238.5 $ 102.7 Unbilled 51.8 56.4 Allowance for expected credit losses (0.2) (0.7) Accounts receivable, net $ 290.1 $ 158.4 We maintain an allowance for expected credit losses, which represents the estimated aggregate amount of credit risk arising from the inability or unwillingness of specific customers to pay our fees or disputes that may affect our ability to fully collect our billed accounts receivable. We estimate the current-period provision for expected credit losses on a specific identification basis and we consider factors such as the age of the receivables balance, knowledge of the specific customers' circumstances and historical collection experience for similar customers. Accounts receivable, net of the allowance for expected credit losses, represents the amount we expect to collect. Our actual experience may vary from our estimates. At each reporting date, we adjust the allowance for expected credit losses to reflect our current estimate. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company is the lessee for operating 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 assets and liabilities. For a discussion of lessor activities, see Note 13, "Revenue recognition." The components of lease expense were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating lease cost: Amortization of right-of-use assets $ 0.9 $ 1.4 $ 2.0 $ 2.8 Interest on lease liabilities 0.2 0.3 0.4 0.6 Total operating lease cost $ 1.1 $ 1.7 $ 2.4 $ 3.4 Operating lease costs are reflected as components of cost of product sales, cost of contract development and manufacturing, R&D expense and selling, general and administrative expense. Supplemental balance sheet information related to lessee activities is as follows: Leases Classification June 30, 2023 December 31, 2022 Operating lease right-of-use assets Other assets $ 15.7 $ 19.4 Operating lease liabilities, current portion Other current liabilities $ 3.6 $ 5.8 Operating lease liabilities Other liabilities 13.1 14.8 Total operating lease liabilities $ 16.7 $ 20.6 Operating leases: Weighted average remaining lease term (years) 6.3 5.9 Weighted average discount rate 4.5 % 4.1 % |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes The estimated effective annual tax rate for the years ended December 31, 2023 and 2022, excluding the impact of discrete adjustments, was (8)% and 29%, respectively. The decrease in the estimated effective annual tax rate is primarily due to a valuation allowance charge. The Company recorded a discrete tax expense of $0.0 million and $0.0 million for the three and six months ended June 30, 2023, respectively, and $0.2 million and $0.6 million for the three and six months ended June 30, 2022, respectively. The discrete tax expense in 2023 was due to share-based compensation activity which was entirely offset by a valuation allowance charge. The discrete expense in 2022 was primarily due to share-based compensation activity offset by return to provision adjustments. 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. At each reporting period, the Company considers the scheduled reversal of deferred tax liabilities and assets, available taxes in carryback periods, tax planning strategies and projected future taxable income in making this assessment. |
Litigation
Litigation | 6 Months Ended |
Jun. 30, 2023 | |
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. A hearing on the motion to dismiss was conducted on April 19, 2023 and a decision on the motion is expected in the coming months. 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. |
Segment information
Segment information | 6 Months Ended |
Jun. 30, 2023 | |
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. We manage our business with a focus on two reportable segments. Our Products segment, which includes the Anthrax - MCM products, NARCAN products, Smallpox - MCM products and Other products, and our Services segment consisting of our 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 restructuring 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 chief operating decision maker ("CODM"). The accounting policies for segment reporting are the same as for the Company as a whole. 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: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenues: Products $ 302.2 $ 237.2 $ 445.6 $ 474.3 Services 29.1 (1.8) 44.3 59.0 Total segment revenues 331.3 235.4 489.9 533.3 Contracts and grants revenues 6.6 7.3 13.1 16.9 Total revenues $ 337.9 $ 242.7 $ 503.0 $ 550.2 Less: Cost of sales: Cost of Products $ 134.9 $ 91.0 $ 237.8 171.3 Cost of Services 55.7 78.8 107.9 154.4 Total cost of sales $ 190.6 $ 169.8 $ 345.7 $ 325.7 Products gross margin $ 167.3 $ 146.2 $ 207.8 $ 303.0 Services gross margin $ (26.6) $ (80.6) $ (63.6) $ (95.4) Consolidated gross margin (1) $ 140.7 $ 65.6 $ 144.2 $ 207.6 Adjustments to gross margin: Products: Changes in fair value of contingent consideration $ 0.4 $ 1.3 $ 1.9 $ 1.8 Restructuring costs — — 2.0 — Inventory step-up provision 1.9 — 1.9 — Products adjusted gross margin $ 169.6 $ 147.5 $ 213.6 $ 304.8 Services adjusted gross margin $ (26.6) $ (80.6) $ (63.6) $ (95.4) Consolidated adjusted gross margin (2) $ 143.0 $ 66.9 $ 150.0 $ 209.4 Other reconciling items: Contracts and grants revenue $ 6.6 $ 7.3 $ 13.1 $ 16.9 Adjustments to gross margin (2.3) (1.3) (5.8) (1.8) Impairment of long-lived assets (306.7) — (306.7) — Research and development (26.0) (49.8) (66.6) (96.2) Selling, general and administrative (91.4) (81.1) (191.9) (165.9) Amortization of intangible assets (16.1) (14.0) (33.1) (28.0) Interest expense (28.6) (7.8) (46.5) (16.0) Gain on sale of business 74.9 — 74.9 — Other, net (3.6) (3.0) 1.3 (5.0) Loss before income taxes $ (250.2) $ (82.8) $ (411.3) $ (86.6) (1) Total segment revenues less total cost of sales. (2) Consolidated gross margin plus adjustments to gross margin. The following table includes depreciation expense for each segment: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Depreciation: Products $ 7.5 $ 6.7 $ 15.5 $ 14.1 Services 8.4 20.8 16.3 28.6 Other 0.9 1.0 2.6 2.4 Total $ 16.8 $ 28.5 $ 34.4 $ 45.1 |
Subsequent events
Subsequent events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events FDA Approval of CYFENDUS On July 20, 2023, the FDA approved CYFENDUS™ for post-exposure prophylaxis of disease following suspected or confirmed exposure to Bacillus anthracis in persons 18 through 65 years of age when administered in conjunction with recommended antibacterial drugs. In December 2018, CYFENDUS vaccine was the subject of a pre-emergency use authorization package submitted to the FDA. The following year, the USG began procuring this product for national preparedness efforts. Ebanga Procurement Contract On July 31, 2023, the Company was awarded a 10-year contract by the Biomedical Advanced Research and Development Authority ("BARDA") for advanced development, manufacturing scale-up, and procurement of Ebanga TM treatment for Ebola. The contract consists of a base period of performance with two option periods valued at approximately $121 million, and five option periods for procurement of Ebanga TM over five years valued at up to $583 million. If all option periods are exercised, the total contract value will be valued at up to approximately $704 million. Emergent is responsible for the manufacturing, sale and distribution of Ebanga TM in the U.S. and Canada pursuant to a collaboration agreement with Ridgeback, the developer of the treatment. Additionally, Emergent will pay Ridgeback $6.3 million in contingent consideration as a result of the award of the BARDA contract payable in the third quarter of 2023. In addition, the Company could owe up to $50.4 million in contingent consideration to Ridgeback if activities under the awarded contract have not ceased by June 1, 2026. August 2023 Organizational Restructuring Plan On August 8, 2023, The Company announced an organizational restructuring plan (the “August 2023 Plan”) intended to strengthen its core business and financial position by reducing investment in and de-emphasizing focus on its CDMO services business for future growth. The August 2023 Plan includes a reduction of the Company’s current workforce by approximately 400 employees. 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 $19.0 million to $21.0 million in charges in connection with the August 2023 Plan, which it expects to incur in the third quarter of fiscal 2023. These charges consist primarily of cash charges related to severance (base bonus), transition services, and estimated benefits cost. The estimates of the charges and expenditures that the Company expects to incur in connection with the August 2023 Plan, and the timing thereof, are subject to a number of assumptions, including local law requirements in various jurisdictions, and actual amounts may differ materially from estimates. In addition, the Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of the August 2023 Plan. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||||
Net loss | $ (261.3) | $ (183) | $ (56.4) | $ (3.7) | $ (444.3) | $ (60.1) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation and consolidation | The accompanying unaudited condensed consolidated financial statements include the accounts of Emergent and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements included herein have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC. All adjustments contained in the accompanying unaudited condensed consolidated financial statements are of a normal recurring nature and are necessary to present fairly the financial position of the Company as of June 30, 2023. Interim results are not necessarily indicative of results that may be expected for any other interim period or for an entire year. |
Pre-launch inventory | Within the Company's Products segment, costs relating to raw materials and production of inventory in preparation for product launch prior to regulatory approval are capitalized when the review process has progressed to a point where objective and persuasive evidence exists that regulatory approval is probable, the future economic benefit is expected to be realized, and the Company believes that material uncertainties related to the ultimate regulatory approval have been significantly reduced. Pre-launch inventory is recorded to research and development expense unless these criteria are met. For pre-launch inventory that is capitalized, the Company considers a number of specific facts and circumstances, including the product candidate’s current status in the drug development and regulatory approval process, results from related clinical trials, results from meetings with relevant regulatory agencies prior to the filing of regulatory applications, potential obstacles to the approval process, historical experience, viability of commercialization and market trends. This policy is not applicable to pre-launch inventory purchased to satisfy a performance obligation related to a CDMO contract as CDMO pre-launch inventory may be capitalized if it has future economic benefit based on the terms of the contract. |
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. |
Derivatives | 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. |
Segment Information | The Company reports segment information based on the internal reporting used by management for making decisions and assessing performance. We manage our business with a focus on two reportable segments. Our Products segment, which includes the Anthrax - MCM products, NARCAN products, Smallpox - MCM products and Other products, and our Services segment consisting of our 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 restructuring 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 chief operating decision maker ("CODM"). The accounting policies for segment reporting are the same as for the Company as a whole. |
Restructuring and impairment _2
Restructuring and impairment costs (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Details of Impairment of Long-Lived Assets Held and Used by Asset | The table below presents the total impairment charge by asset class for the three months ended June 30, 2023: Three Months Ended June 30, 2023 Buildings, building improvements and leasehold improvements $ 81.5 Furniture and equipment 117.5 Software 0.3 Construction-in-progress 107.4 Total impairment on long-lived assets $ 306.7 |
Restructuring and Related Costs | The following table presents the total restructuring costs associated with the Company’s segments as well as unallocated corporate and research and development ("R&D") charges for the three and six months ended June 30, 2023: Three Months Ended Six Months Ended Products $ — $ 2.0 Services — — Total restructuring costs by segment — 2.0 Corporate 0.1 5.1 R&D $ (0.2) 2.5 Total restructuring costs $ (0.1) $ 9.6 The following table presents the total restructuring costs, by function, for the three and six months ended June 30, 2023: Three Months Ended June 30, 2023 Six Months Ended Employee transition $ — $ 0.3 Severance payments 0.1 8.8 Employee benefits (0.2) 0.5 Total restructuring costs $ (0.1) $ 9.6 |
Schedule of Restructuring Reserve by Type of Cost | The following table provides the components of and changes in the Company's restructuring accrual during the three and six months ended June 30, 2023: Employee Transition Severance Payments Employee Benefits Total Balance at December 31, 2022 $ — $ — $ — $ — Accruals 0.3 8.7 0.7 9.7 Cash payments (0.2) (2.0) (0.1) (2.3) Balance at March 31, 2023 $ 0.1 $ 6.7 $ 0.6 $ 7.4 Accruals — 0.1 (0.2) (0.1) Cash payments — (3.6) (0.1) (3.7) Balance at June 30, 2023 $ 0.1 $ 3.2 $ 0.3 $ 3.6 |
Inventories, net (Tables)
Inventories, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories, net consisted of the following: June 30, 2023 December 31, 2022 Raw materials and supplies $ 140.3 $ 143.4 Work-in-process 149.3 116.2 Finished goods 64.7 92.2 Total inventories, net $ 354.3 $ 351.8 |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property Plant and Equipment Income Statement Disclosures [Abstract] | |
Property, plant and equipment | Property, plant and equipment, net consisted of the following: June 30, 2023 (1) December 31, 2022 Land and improvements $ 30.0 $ 54.9 Buildings, building improvements and leasehold improvements 226.4 327.9 Furniture and equipment 412.3 567.5 Software 64.7 65.6 Construction-in-progress 53.5 185.5 Property, plant and equipment, gross $ 786.9 $ 1,201.4 Less: Accumulated depreciation & amortization (391.4) (383.8) Total property, plant and equipment, net $ 395.5 $ 817.6 (1) During the three months ended June 30, 2023, the Company recorded a non-cash impairment charge of $306.7 million related to certain CDMO long-lived assets. See Note 4, "Restructuring and impairment charges" for more details regarding the impairment charge. |
Intangible assets and goodwill
Intangible assets and goodwill (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The following table summarizes the Company's Intangible assets, net: Weighted Average Useful Life in Years June 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount (1) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Products 13.6 $ 849.1 $ 256.3 $ 592.8 $ 982.1 $ 253.3 $ 728.8 Customer relationships 0.0 28.6 28.6 — 28.6 28.6 — CDMO 0.0 5.5 5.5 — 5.5 5.5 — Total intangible assets $ 883.2 $ 290.4 $ 592.8 $ 1,016.2 $ 287.4 $ 728.8 (1) During the six months ended June 30, 2023, the Company sold $102.9 million of intangible assets, net as part of the sale of its travel health business to Bavarian Nordic. See Note 3, "Divestiture" for more information on the sale of the business. |
Finite-lived Intangible Assets Amortization Expense | Amortization expense associated with the Company's intangible assets was recorded as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Amortization expense $ 16.1 $ 14.0 $ 33.1 $ 28.0 |
Schedule 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, 2022 $ 218.2 $ — $ 218.2 Balance at June 30, 2023 $ 218.2 $ — $ 218.2 (1) Amounts for the Company's Products segment include gross carrying values of $259.9 million as of June 30, 2023 and December 31, 2022 and accumulated impairment losses of $41.7 million. (2) Amounts for the Company's Services segment include gross carrying values of $6.7 million as of June 30, 2023 and December 31, 2022, and accumulated impairment losses of $6.7 million. |
Fair value measurements (Tables
Fair value measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 indicates the level within the fair value hierarchy of the valuation techniques the Company utilized to determine fair value: June 30, 2023 December 31, 2022 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Money market accounts $ 20.1 $ 20.1 $ — $ — $ 320.8 $ 320.8 $ — $ — Time deposits — — — — 170.7 — 170.7 — Derivative instruments — — — — 8.5 — 8.5 — Total $ 20.1 $ 20.1 $ — $ — $ 500.0 $ 320.8 $ 179.2 $ — Liabilities: Contingent consideration $ 7.4 $ — $ — $ 7.4 $ 6.8 $ — $ — $ 6.8 Total $ 7.4 $ — $ — $ 7.4 $ 6.8 $ — $ — $ 6.8 |
Reconciliation of Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) | The table below is a reconciliation of the beginning and ending balance of the Company's contingent consideration liability: Contingent Consideration Balance at December 31, 2022 $ 6.8 Change in fair value 1.5 Settlements (0.7) Balance at March 31, 2023 7.6 Change in fair value 0.4 Settlements (0.6) Balance at June 30, 2023 $ 7.4 |
Fair Value Measurement Inputs and Valuation Techniques | The recurring Level 3 fair value measurement for the Company's contingent consideration liability include the following significant unobservable inputs: Contingent Consideration Liability Fair Value as of June 30, 2023 Valuation Technique Unobservable Input Range Royalty based $7.4 million Discounted cash flow Discount rate 9.7% Probability of payment 0% - 75% Projected year of payment 2023 - 2028 |
Derivative instruments and he_2
Derivative instruments and hedging activities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
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 Condensed Consolidated Balance Sheets: Fair Value of Asset Derivatives Classification June 30, 2023 December 31, 2022 Interest Rate Swaps Other Current Assets $ — $ 8.5 |
Derivative Instruments, Gain (Loss) | The following table summarizes the amount of gains or losses reclassified from "Accumulated other comprehensive income (loss), net" into "Interest expense" on the Condensed Consolidated Statement of Operations during the three and six months ended June 30, 2023 and 2022: Classification Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Interest rate swaps gain (loss) Interest expense $ 2.9 $ (0.9) $ 5.3 $ (2.3) |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The table below presents the components of the Company’s debt: June 30, 2023 December 31, 2022 Senior secured credit agreement - Term loan due 2025 $ 206.1 $ 362.8 Senior secured credit agreement - Revolver loan due 2025 250.2 598.0 3.875% Senior Unsecured Notes due 2028 450.0 450.0 Other 3.0 3.0 Total debt $ 909.3 $ 1,413.8 Less: Unamortized debt issuance costs (1) (6.1) (8.0) Less: Current portion of long-term debt, net (455.2) (957.3) Non-current portion of debt, net $ 448.0 $ 448.5 (1) As of June 30, 2023, excludes the unamortized debt issuance costs related to the revolver loan which are included within "Other current assets" on the accompanying Condensed Consolidated Balance Sheet. |
Stock-based compensation and _2
Stock-based compensation and stockholders' equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Stock-based compensation expense, net of forfeitures was recorded in the following financial statement line items: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of product sales $ 1.2 $ 1.9 $ 2.6 $ 3.6 Cost of CDMO 0.3 0.6 0.6 1.0 R&D 0.4 1.5 1.1 2.6 Selling, general and administrative 6.4 8.3 10.8 15.0 Total stock-based compensation expense $ 8.3 $ 12.3 $ 15.1 $ 22.2 |
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, 2022 $ 3.5 $ 6.2 $ (6.6) $ 3.1 Other comprehensive income (loss) before reclassifications — (4.4) (0.1) (4.5) Amounts reclassified from accumulated other comprehensive income (loss) — 2.4 — 2.4 Net current period other comprehensive income (loss) — (2.0) (0.1) (2.1) Balance at March 31, 2023 $ 3.5 $ 4.2 $ (6.7) $ 1.0 Other comprehensive income (loss) before reclassifications — 1.2 2.6 3.8 Amounts reclassified from accumulated other comprehensive income (loss) (3.5) (2.9) — (6.4) Net current period other comprehensive income (loss) (3.5) (1.7) 2.6 (2.6) Balance at June 30, 2023 $ — $ 2.5 $ (4.1) $ (1.6) Balance at December 31, 2021 $ (4.0) $ (4.5) $ (7.6) $ (16.1) Other comprehensive income (loss) before reclassifications — 4.9 0.5 5.4 Amounts reclassified from accumulated other comprehensive income (loss) — 1.4 — 1.4 Net current period other comprehensive income (loss) — 6.3 0.5 6.8 Balance at March 31, 2022 $ (4.0) $ 1.8 $ (7.1) $ (9.3) Other comprehensive income (loss) before reclassifications — 1.9 0.4 2.3 Amounts reclassified from accumulated other comprehensive income (loss) — 0.9 — 0.9 Net current period other comprehensive income (loss) — 2.8 0.4 3.2 Balance at June 30, 2022 $ (4.0) $ 4.6 $ (6.7) $ (6.1) |
Comprehensive Income (Loss) | The tables below present the tax effects related to each component of other comprehensive income (loss): Three Months Ended June 30, 2023 2022 Pretax Tax Expense Net of tax Pretax Tax Expense Net of tax Defined benefit pension plan $ (4.1) $ 0.6 $ (3.5) $ — $ — $ — Derivative instruments (2.4) 0.7 (1.7) 3.8 (1.0) 2.8 Foreign currency translation adjustments 2.1 0.5 2.6 1.3 (0.9) 0.4 Total adjustments $ (4.4) $ 1.8 $ (2.6) $ 5.1 $ (1.9) $ 3.2 Six Months Ended June 30, 2023 2022 Pretax Tax Expense Net of tax Pretax Tax Expense Net of tax Defined benefit pension plan $ (4.1) $ 0.6 $ (3.5) $ — $ — $ — Derivative instruments (5.0) 1.3 (3.7) 12.4 (3.3) 9.1 Foreign currency translation adjustments 2.0 0.5 2.5 2.0 (1.1) 0.9 Total adjustments $ (7.1) $ 2.4 $ (4.7) $ 14.4 $ (4.4) $ 10.0 |
Loss per common share (Tables)
Loss per common share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income per Share | The following table presents the calculation of basic and diluted loss per share: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net loss $ (261.3) $ (56.4) $ (444.3) $ (60.1) Denominator: Weighted-average number of shares outstanding-basic 50.7 50.0 50.5 50.3 Weighted-average number of shares outstanding-diluted 50.7 50.0 50.5 50.3 Net loss per common share - basic $ (5.15) $ (1.13) $ (8.80) $ (1.19) Net loss per common share - diluted $ (5.15) $ (1.13) $ (8.80) $ (1.19) Anti-dilutive securities 3.6 1.8 3.4 3.0 |
Revenue recognition (Tables)
Revenue recognition (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The Company's revenues disaggregated by the major sources were as follows: Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 USG Non-USG Total USG Non-USG Total Product sales, net $ 150.5 $ 151.7 $ 302.2 $ 118.2 $ 119.0 $ 237.2 CDMO: Services — 26.4 26.4 — 2.7 2.7 Leases — 2.7 2.7 — (4.5) (4.5) Total CDMO $ — $ 29.1 $ 29.1 $ — $ (1.8) $ (1.8) Contracts and grants 4.6 2.0 6.6 6.2 1.1 7.3 Total revenues $ 155.1 $ 182.8 $ 337.9 $ 124.4 $ 118.3 $ 242.7 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 USG Non-USG Total USG Non-USG Total Product sales, net $ 176.6 $ 269.0 $ 445.6 $ 221.6 $ 252.7 $ 474.3 CDMO: Services — 39.8 39.8 — 54.5 54.5 Leases — 4.5 4.5 — 4.5 4.5 Total CDMO $ — $ 44.3 $ 44.3 $ — $ 59.0 $ 59.0 Contracts and grants 9.5 3.6 13.1 15.3 1.6 16.9 Total revenues $ 186.1 $ 316.9 $ 503.0 $ 236.9 $ 313.3 $ 550.2 |
Rollforward of Contract Liabilities | The following table presents the roll forward of the contract liability balances: Contract Liabilities Balance at December 31, 2022 $ 31.7 Balance at June 30, 2023 $ 19.3 Revenue recognized in the period from amounts included in contract liability at the beginning of the period: $ (6.8) |
Schedule of Accounts Receivable, Net | Accounts receivable, including unbilled accounts receivable contract assets, consist of the following: June 30, 2023 December 31, 2022 Accounts receivable: Billed $ 238.5 $ 102.7 Unbilled 51.8 56.4 Allowance for expected credit losses (0.2) (0.7) Accounts receivable, net $ 290.1 $ 158.4 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Lease, Cost | The components of lease expense were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating lease cost: Amortization of right-of-use assets $ 0.9 $ 1.4 $ 2.0 $ 2.8 Interest on lease liabilities 0.2 0.3 0.4 0.6 Total operating lease cost $ 1.1 $ 1.7 $ 2.4 $ 3.4 |
Schedule of Leases Supplemental Balance Sheets | Supplemental balance sheet information related to lessee activities is as follows: Leases Classification June 30, 2023 December 31, 2022 Operating lease right-of-use assets Other assets $ 15.7 $ 19.4 Operating lease liabilities, current portion Other current liabilities $ 3.6 $ 5.8 Operating lease liabilities Other liabilities 13.1 14.8 Total operating lease liabilities $ 16.7 $ 20.6 Operating leases: Weighted average remaining lease term (years) 6.3 5.9 Weighted average discount rate 4.5 % 4.1 % |
Segment information (Tables)
Segment information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenues: Products $ 302.2 $ 237.2 $ 445.6 $ 474.3 Services 29.1 (1.8) 44.3 59.0 Total segment revenues 331.3 235.4 489.9 533.3 Contracts and grants revenues 6.6 7.3 13.1 16.9 Total revenues $ 337.9 $ 242.7 $ 503.0 $ 550.2 Less: Cost of sales: Cost of Products $ 134.9 $ 91.0 $ 237.8 171.3 Cost of Services 55.7 78.8 107.9 154.4 Total cost of sales $ 190.6 $ 169.8 $ 345.7 $ 325.7 Products gross margin $ 167.3 $ 146.2 $ 207.8 $ 303.0 Services gross margin $ (26.6) $ (80.6) $ (63.6) $ (95.4) Consolidated gross margin (1) $ 140.7 $ 65.6 $ 144.2 $ 207.6 Adjustments to gross margin: Products: Changes in fair value of contingent consideration $ 0.4 $ 1.3 $ 1.9 $ 1.8 Restructuring costs — — 2.0 — Inventory step-up provision 1.9 — 1.9 — Products adjusted gross margin $ 169.6 $ 147.5 $ 213.6 $ 304.8 Services adjusted gross margin $ (26.6) $ (80.6) $ (63.6) $ (95.4) Consolidated adjusted gross margin (2) $ 143.0 $ 66.9 $ 150.0 $ 209.4 Other reconciling items: Contracts and grants revenue $ 6.6 $ 7.3 $ 13.1 $ 16.9 Adjustments to gross margin (2.3) (1.3) (5.8) (1.8) Impairment of long-lived assets (306.7) — (306.7) — Research and development (26.0) (49.8) (66.6) (96.2) Selling, general and administrative (91.4) (81.1) (191.9) (165.9) Amortization of intangible assets (16.1) (14.0) (33.1) (28.0) Interest expense (28.6) (7.8) (46.5) (16.0) Gain on sale of business 74.9 — 74.9 — Other, net (3.6) (3.0) 1.3 (5.0) Loss before income taxes $ (250.2) $ (82.8) $ (411.3) $ (86.6) (1) Total segment revenues less total cost of sales. (2) Consolidated gross margin plus adjustments to gross margin. |
Schedule of Segment Reporting Information, by Segment | The following table includes depreciation expense for each segment: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Depreciation: Products $ 7.5 $ 6.7 $ 15.5 $ 14.1 Services 8.4 20.8 16.3 28.6 Other 0.9 1.0 2.6 2.4 Total $ 16.8 $ 28.5 $ 34.4 $ 45.1 |
Nature of the business and or_2
Nature of the business and organization (Details) | 6 Months Ended |
Jun. 30, 2023 segment product category Category | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of categories of public health threats | category | 4 |
Number of revenue generating products | product | 12 |
Number of product and service categories | Category | 4 |
Number of operating segments | segment | 2 |
Summary of significant accoun_3
Summary of significant accounting policies (Details) - USD ($) $ in Millions | May 15, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 909.3 | $ 1,413.8 | |
Line of Credit | |||
Debt Instrument [Line Items] | |||
Long-term debt | 250.2 | 598 | |
Revolving Credit Facility | Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 206.1 | $ 362.8 | |
Senior secured credit agreement - Term loan due 2025 | Amended Credit Agreement | |||
Debt Instrument [Line Items] | |||
Debt instrument, covenant, consideration threshold | $ 75 |
Divestiture (Details)
Divestiture (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | May 15, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain on sale of business | $ 74.9 | $ 0 | $ 74.9 | $ 0 | |
Transaction costs | 4 | 4 | |||
Other income (expense), net | 42.7 | $ (10.8) | 29.7 | $ (21) | |
Travel Health Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash purchase price for sale of business | $ 270 | ||||
Other income (expense), net | $ 1 | $ 1 | |||
Travel Health Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Development-Based Milestones | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Milestone payments receivable | 80 | ||||
Travel Health Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Sales-Based Milestones | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Milestone payments receivable | $ 30 |
Restructuring and impairment _3
Restructuring and impairment costs - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||||
Impairment of long-lived assets | $ 306.7 | $ 0 | $ 306.7 | $ 0 | |
January 2023 Restructuring Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Number of positions eliminated, percent | 5% | ||||
Restructuring charges | $ (0.1) | $ 9.7 | $ 9.6 |
Restructuring and impairment _4
Restructuring and impairment costs - Details of Impairment of Long-Lived Assets Held and Used by Asset (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Impairment of long-lived assets | $ 306.7 | $ 0 | $ 306.7 | $ 0 |
Buildings, building improvements and leasehold improvements | ||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Impairment of long-lived assets | 81.5 | |||
Furniture and equipment | ||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Impairment of long-lived assets | 117.5 | |||
Software | ||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Impairment of long-lived assets | 0.3 | |||
Construction-in-progress | ||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Impairment of long-lived assets | $ 107.4 |
Restructuring and impairment _5
Restructuring and impairment costs - Restructuring and Related Costs (Details) - January 2023 Restructuring Plan - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ (0.1) | $ 9.7 | $ 9.6 |
Total restructuring costs by segment | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 0 | 2 | |
Total restructuring costs by segment | Products | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 0 | 2 | |
Total restructuring costs by segment | Services | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 0 | 0 | |
Corporate | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 0.1 | 5.1 | |
R&D | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | (0.2) | 2.5 | |
Employee transition | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 0 | 0.3 | 0.3 |
Severance payments | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 0.1 | 8.7 | 8.8 |
Employee benefits | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ (0.2) | $ 0.7 | $ 0.5 |
Restructuring and impairment _6
Restructuring and impairment costs - Schedule of Restructuring Reserve by Type of Cost (Details) - January 2023 Restructuring Plan - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | |
Restructuring Reserve [Roll Forward] | |||
Beginning balance | $ 7.4 | $ 0 | $ 0 |
Accruals | (0.1) | 9.7 | 9.6 |
Cash payments | (3.7) | (2.3) | |
Ending balance | 3.6 | 7.4 | 3.6 |
Employee transition | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0.1 | 0 | 0 |
Accruals | 0 | 0.3 | 0.3 |
Cash payments | 0 | (0.2) | |
Ending balance | 0.1 | 0.1 | 0.1 |
Severance payments | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 6.7 | 0 | 0 |
Accruals | 0.1 | 8.7 | 8.8 |
Cash payments | (3.6) | (2) | |
Ending balance | 3.2 | 6.7 | 3.2 |
Employee benefits | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0.6 | 0 | 0 |
Accruals | (0.2) | 0.7 | 0.5 |
Cash payments | (0.1) | (0.1) | |
Ending balance | $ 0.3 | $ 0.6 | $ 0.3 |
Inventories, net - Schedule of
Inventories, net - Schedule of Inventory (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 140.3 | $ 143.4 |
Work-in-process | 149.3 | 116.2 |
Finished goods | 64.7 | 92.2 |
Total inventories, net | $ 354.3 | $ 351.8 |
Property, plant and equipment_3
Property, plant and equipment, net - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |||||
Property, plant and equipment, gross | $ 786.9 | $ 786.9 | $ 1,201.4 | ||
Less: Accumulated depreciation & amortization | (391.4) | (391.4) | (383.8) | ||
Total property, plant and equipment, net | 395.5 | 395.5 | 817.6 | ||
Impairment of long-lived assets | 306.7 | $ 0 | 306.7 | $ 0 | |
Land and improvements | |||||
Property, Plant and Equipment [Abstract] | |||||
Property, plant and equipment, gross | 30 | 30 | 54.9 | ||
Buildings, building improvements and leasehold improvements | |||||
Property, Plant and Equipment [Abstract] | |||||
Property, plant and equipment, gross | 226.4 | 226.4 | 327.9 | ||
Furniture and equipment | |||||
Property, Plant and Equipment [Abstract] | |||||
Property, plant and equipment, gross | 412.3 | 412.3 | 567.5 | ||
Software | |||||
Property, Plant and Equipment [Abstract] | |||||
Property, plant and equipment, gross | 64.7 | 64.7 | 65.6 | ||
Construction-in-progress | |||||
Property, Plant and Equipment [Abstract] | |||||
Property, plant and equipment, gross | $ 53.5 | $ 53.5 | $ 185.5 |
Property, plant and equipment -
Property, plant and equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Cost of goods and services sold | $ 190.6 | $ 169.8 | $ 345.7 | $ 325.7 | |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 883.2 | $ 1,016.2 |
Accumulated Amortization | 290.4 | 287.4 |
Net Carrying Amount | 592.8 | 728.8 |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Travel Health Business | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets disposed of in sale | $ 102.9 | |
Products | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life in Years | 13 years 7 months 6 days | |
Gross Carrying Amount | $ 849.1 | 982.1 |
Accumulated Amortization | 256.3 | 253.3 |
Net Carrying Amount | $ 592.8 | 728.8 |
Customer relationships | ||
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 | ||
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 | 5.5 |
Net Carrying Amount | $ 0 | $ 0 |
Intangible assets and goodwil_3
Intangible assets and goodwill - Finite-lived Intangible Assets Amortization Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 16.1 | $ 14 | $ 33.1 | $ 28 |
Intangible assets and goodwil_4
Intangible assets and goodwill - Goodwill Roll Forward (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 218.2 | $ 218.2 |
Products | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | 218.2 | 218.2 |
Goodwill [Roll Forward] | ||
Goodwill, gross | 259.9 | 259.9 |
Goodwill, impaired, accumulated impairment loss | 41.7 | 41.7 |
Services | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | 0 | 0 |
Goodwill [Roll Forward] | ||
Goodwill, gross | 6.7 | 6.7 |
Goodwill, impaired, accumulated impairment loss | $ 6.7 | $ 6.7 |
Intangible assets and goodwil_5
Intangible assets and goodwill - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill [Line Items] | ||
Goodwill | $ 218.2 | $ 218.2 |
Products | ||
Goodwill [Line Items] | ||
Goodwill | $ 218.2 | $ 218.2 |
Fair value measurements - Fair
Fair value measurements - Fair Value Hierarchy of Assets and Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instruments | $ 0 | $ 8.5 |
Total | 20.1 | 500 |
Contingent consideration | 7.4 | 6.8 |
Total | 7.4 | 6.8 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instruments | 0 | 0 |
Total | 20.1 | 320.8 |
Contingent consideration | 0 | 0 |
Total | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instruments | 0 | 8.5 |
Total | 0 | 179.2 |
Contingent consideration | 0 | 0 |
Total | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instruments | 0 | 0 |
Total | 0 | 0 |
Contingent consideration | 7.4 | 6.8 |
Total | 7.4 | 6.8 |
Money market accounts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 20.1 | 320.8 |
Money market accounts | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 20.1 | 320.8 |
Money market accounts | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Money market accounts | 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 | 0 | 170.7 |
Time deposits | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Time deposits | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 170.7 |
Time deposits | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Fair value measurements - Conti
Fair value measurements - Contingent Consideration Roll Forward (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Mar. 31, 2023 | Jun. 30, 2023 | |
Unobservable Input Reconciliation [Roll Forward] | ||
Balance, beginning of period | $ 6.8 | $ 6.8 |
Change in fair value | 1.5 | 0.4 |
Settlements | (0.7) | (0.6) |
Balance, end of period | $ 7.6 | $ 7.4 |
Fair value measurements - Addit
Fair value measurements - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 | Aug. 07, 2020 |
Debt Instrument [Line Items] | |||
Business combination, contingent consideration, liability, current | $ 3.6 | $ 3.1 | |
3.875% Senior Unsecured Notes due 2028 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Stated percentage | 3.875% | 3.875% | 3.875% |
Long-term debt, fair value | $ 252.9 | $ 225.1 |
Fair value measurements - Fai_2
Fair value measurements - Fair Value Level 3 of Significant Unobservable Inputs (Details) $ in Millions | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability value | $ 7.4 | $ 7.6 | $ 6.8 |
Level 3 | Fair Value, Recurring | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability value | $ 7.4 | ||
Discounted cash flow | Level 3 | Fair Value, Recurring | Discount rate | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Business combination, contingent consideration, liability, measurement input | 0.097 | ||
Discounted cash flow | Level 3 | Fair Value, Recurring | Probability of payment | Minimum | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Business combination, contingent consideration, liability, measurement input | 0 | ||
Discounted cash flow | Level 3 | Fair Value, Recurring | Probability of payment | Maximum | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Business combination, contingent consideration, liability, measurement input | 0.75 |
Derivative instruments and he_3
Derivative instruments and hedging activities - Narrative (Details) - Interest Rate Swaps - Designated as Hedging Instrument | Jun. 30, 2023 USD ($) |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Derivative, notional amount | $ 350,000,000 |
AOCI before tax, attributable to parent | $ 3,500,000 |
Derivative instruments and he_4
Derivative instruments and hedging activities - Fair Value by Balance Sheet Location (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Interest Rate Swaps | Designated as Hedging Instrument | Other Current Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Subject to Master Netting Arrangement, before Offset | $ 0 | $ 8.5 |
Derivative instruments and he_5
Derivative instruments and hedging activities - Cash Flow Hedging on AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flow Hedging | Interest expense | Interest Rate Swaps | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | $ 2.9 | $ (0.9) | $ 5.3 | $ (2.3) |
Debt - Schedule (Details)
Debt - Schedule (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 | Aug. 07, 2020 |
Debt Instrument [Line Items] | |||
Total debt | $ 909.3 | $ 1,413.8 | |
Less: Unamortized debt issuance costs | (6.1) | (8) | |
Less: Current portion of long-term debt, net | (455.2) | (957.3) | |
Non-current portion of debt, net | 448 | 448.5 | |
Term Loan | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total debt | 206.1 | 362.8 | |
Line of Credit | |||
Debt Instrument [Line Items] | |||
Total debt | $ 250.2 | $ 598 | |
3.875% Senior Unsecured Notes due 2028 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Stated percentage | 3.875% | 3.875% | 3.875% |
Total debt | $ 450 | $ 450 | $ 450 |
Other | |||
Debt Instrument [Line Items] | |||
Total debt | $ 3 | $ 3 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Millions | May 15, 2023 USD ($) | Aug. 07, 2020 USD ($) | Jun. 30, 2023 USD ($) | May 14, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |||||
Debt issuance costs, current, net | $ 13.5 | $ 1.3 | |||
Long-term debt | 909.3 | 1,413.8 | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||
Debt Instrument [Line Items] | |||||
Cash | $ 217.2 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Travel Health Business | |||||
Debt Instrument [Line Items] | |||||
Cash purchase price for sale of business | 270 | ||||
Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 250.2 | $ 598 | |||
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Repayments of long-term debt | $ 144.4 | ||||
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 | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Stated percentage | 3.875% | 3.875% | 3.875% | ||
Long-term debt | $ 450 | $ 450 | $ 450 | ||
3.875% Senior Unsecured Notes due 2028 | Maximum | Prior to August 15, 2023 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, redemption price, percentage | 40% | ||||
3.875% Senior Unsecured Notes due 2028 | Maximum | Upon the occurrence of a change in control | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, redemption price, percentage | 101% | ||||
Amended Credit Agreement | Federal Funds Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 0.50% | ||||
Amended Credit Agreement | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1% | ||||
Amended Credit Agreement | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 5% | ||||
Amended Credit Agreement | Until March 31, 2024 | SOFR, EURIBOR, or CDOR | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 6% | ||||
Amended Credit Agreement | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, covenant, leverage ratio, maximum | 4.50 | ||||
Amended Credit Agreement | Line of Credit | Fiscal Quarters Ending in 2024 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, covenant, interest coverage ratio, minimum | 2.25 | ||||
Amended Credit Agreement | Line of Credit | Fiscal Quarters Ending After 2024 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, covenant, interest coverage ratio, minimum | 2.50 | ||||
Amended Credit Agreement | Maximum | Fiscal Quarters Ending After March 31, 2024 | SOFR, EURIBOR, or CDOR | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 4% | ||||
Amended Credit Agreement | Maximum | Fiscal Quarters Ending After March 31, 2024 | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 3% | ||||
Amended Credit Agreement | Minimum | Fiscal Quarters Ending After March 31, 2024 | SOFR, EURIBOR, or CDOR | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 2.75% | ||||
Amended Credit Agreement | Minimum | Fiscal Quarters Ending After March 31, 2024 | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.75% | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Repayments of long-term debt | $ 342.8 | ||||
Revolving Credit Facility | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 206.1 | $ 362.8 | |||
Revolving Credit Facility | Amended Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Current borrowing capacity | 300 | $ 600 | |||
Required quarterly principal payments | $ 3.9 | ||||
Revolving Credit Facility | Amended Credit Agreement | Maximum | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.40% | ||||
Revolving Credit Facility | Amended Credit Agreement | Minimum | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.15% | ||||
Senior secured credit agreement - Term loan due 2025 | Amended Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, covenant, consideration threshold | $ 75 |
Stock-based compensation and _3
Stock-based compensation and stockholders' equity - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Nov. 11, 2022 | Nov. 11, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options granted (in shares) | 0.7 | ||||||
Nonvested options forfeited (in shares) | 0.6 | ||||||
Stock repurchase program, authorized amount | $ 250 | ||||||
Stock repurchased during period, value | $ 23.3 | $ 52.2 | |||||
At-The-Market Offering | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Sale of stock, number of shares issued in transaction (in shares) | 1.1 | ||||||
Sale of stock, consideration received on transaction, gross | $ 9.1 | $ 150 | |||||
Sale of stock, price per share (in dollars per share) | $ 8.22 | $ 8.22 | |||||
Sale of stock, amount remaining available for sale of shares | $ 140.9 | $ 140.9 | |||||
Treasury Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock repurchased during period, value | $ 23.3 | $ 52.2 | $ 75.5 | $ 187.9 | |||
Stock repurchased during period, shares (in shares) | 0.7 | 1.1 | 1.8 | 4.4 | |||
Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Equity instruments other than options granted (in shares) | 1.4 | ||||||
Equity instruments other than options, forfeited in period (in shares) | 0.4 | ||||||
Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Equity instruments other than options granted (in shares) | 0.5 | ||||||
Target payout percentage | 100% | 100% | |||||
Award vesting period | 3 years | ||||||
Tranche One | Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 33.33% | ||||||
Tranche One | Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 33.33% | ||||||
Tranche Two | Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 33.33% | ||||||
Tranche Two | Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 33.33% | ||||||
Tranche Three | Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 33.33% | ||||||
Tranche Three | Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 33.33% |
Stock-based compensation and _4
Stock-based compensation and stockholders' equity - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 8.3 | $ 12.3 | $ 15.1 | $ 22.2 |
Cost of product sales | Products | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1.2 | 1.9 | 2.6 | 3.6 |
Cost of product sales | CDMO | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 0.3 | 0.6 | 0.6 | 1 |
R&D | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 0.4 | 1.5 | 1.1 | 2.6 |
Selling, general and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 6.4 | $ 8.3 | $ 10.8 | $ 15 |
Stock-based compensation and _5
Stock-based compensation and stockholders' equity - Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | $ 1,202.6 | $ 1,383 | $ 1,575.3 | $ 1,619 | $ 1,383 | $ 1,619 |
Other comprehensive income (loss) before reclassifications | 3.8 | (4.5) | 2.3 | 5.4 | ||
Amounts reclassified from accumulated other comprehensive income (loss) | (6.4) | 2.4 | 0.9 | 1.4 | ||
Total other comprehensive income (loss), net of tax | (2.6) | (2.1) | 3.2 | 6.8 | (4.7) | 10 |
Ending balance | 956.3 | 1,202.6 | 1,513.2 | 1,575.3 | 956.3 | 1,513.2 |
Total | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | 1 | 3.1 | (9.3) | (16.1) | 3.1 | (16.1) |
Total other comprehensive income (loss), net of tax | (2.6) | (2.1) | 3.2 | 6.8 | ||
Ending balance | (1.6) | 1 | (6.1) | (9.3) | (1.6) | (6.1) |
Defined Benefit Pension Plan | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | 3.5 | 3.5 | (4) | (4) | 3.5 | (4) |
Other comprehensive income (loss) before reclassifications | 0 | 0 | 0 | 0 | ||
Amounts reclassified from accumulated other comprehensive income (loss) | (3.5) | 0 | 0 | 0 | ||
Total other comprehensive income (loss), net of tax | (3.5) | 0 | 0 | 0 | (3.5) | 0 |
Ending balance | 0 | 3.5 | (4) | (4) | 0 | (4) |
Derivative Instruments | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | 4.2 | 6.2 | 1.8 | (4.5) | 6.2 | (4.5) |
Other comprehensive income (loss) before reclassifications | 1.2 | (4.4) | 1.9 | 4.9 | ||
Amounts reclassified from accumulated other comprehensive income (loss) | (2.9) | 2.4 | 0.9 | 1.4 | ||
Total other comprehensive income (loss), net of tax | (1.7) | (2) | 2.8 | 6.3 | (3.7) | 9.1 |
Ending balance | 2.5 | 4.2 | 4.6 | 1.8 | 2.5 | 4.6 |
Foreign Currency Translation Adjustments | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | (6.7) | (6.6) | (7.1) | (7.6) | (6.6) | (7.6) |
Other comprehensive income (loss) before reclassifications | 2.6 | (0.1) | 0.4 | 0.5 | ||
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | 0 | 0 | ||
Total other comprehensive income (loss), net of tax | 2.6 | (0.1) | 0.4 | 0.5 | 2.5 | 0.9 |
Ending balance | $ (4.1) | $ (6.7) | $ (6.7) | $ (7.1) | $ (4.1) | $ (6.7) |
Stock-based compensation and _6
Stock-based compensation and stockholders' equity - Tax Effects Related to Each Component of Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Pretax | $ (4.4) | $ 5.1 | $ (7.1) | $ 14.4 | ||
Tax Expense | 1.8 | (1.9) | 2.4 | (4.4) | ||
Total other comprehensive income (loss), net of tax | (2.6) | $ (2.1) | 3.2 | $ 6.8 | (4.7) | 10 |
Defined Benefit Pension Plan | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Pretax | (4.1) | 0 | (4.1) | 0 | ||
Tax Expense | 0.6 | 0 | 0.6 | 0 | ||
Total other comprehensive income (loss), net of tax | (3.5) | 0 | 0 | 0 | (3.5) | 0 |
Derivative Instruments | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Pretax | (2.4) | 3.8 | (5) | 12.4 | ||
Tax Expense | 0.7 | (1) | 1.3 | (3.3) | ||
Total other comprehensive income (loss), net of tax | (1.7) | (2) | 2.8 | 6.3 | (3.7) | 9.1 |
Foreign Currency Translation Adjustments | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Pretax | 2.1 | 1.3 | 2 | 2 | ||
Tax Expense | 0.5 | (0.9) | 0.5 | (1.1) | ||
Total other comprehensive income (loss), net of tax | $ 2.6 | $ (0.1) | $ 0.4 | $ 0.5 | $ 2.5 | $ 0.9 |
Loss per common share (Details)
Loss per common share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||||
Net loss | $ (261.3) | $ (183) | $ (56.4) | $ (3.7) | $ (444.3) | $ (60.1) |
Denominator: | ||||||
Weighted-average number of shares outstanding-basic (in shares) | 50.7 | 50 | 50.5 | 50.3 | ||
Weighted-average number of shares outstanding-diluted (in shares) | 50.7 | 50 | 50.5 | 50.3 | ||
Net loss per common share - basic (in dollars per share) | $ (5.15) | $ (1.13) | $ (8.80) | $ (1.19) | ||
Net loss per common share - diluted (in dollars per share) | $ (5.15) | $ (1.13) | $ (8.80) | $ (1.19) | ||
Anti-dilutive securities (in shares) | 3.6 | 1.8 | 3.4 | 3 |
Revenue recognition - Narrative
Revenue recognition - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Dec. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) segment | |
Disaggregation of Revenue [Line Items] | ||
Number of operating segments | segment | 2 | |
Other assets | $ 191.3 | $ 194.6 |
Revenue, remaining performance obligation, amount | 452 | |
Contract with customer, asset, noncurrent | 34.8 | 30.3 |
Current portion of contract liabilities | 26.4 | 14.3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 443.2 | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 24 months | |
Leases | ||
Disaggregation of Revenue [Line Items] | ||
Lessee, operating lease, remaining lease term | 3 years 2 months 12 days | |
Lessor, operating lease, payment to be received, remainder of fiscal year | $ 0.6 | |
Lessor, operating lease, payment to be received, year one | 0.9 | |
Lessor, operating lease, payment to be received, year two | 0.9 | |
Lessor, operating lease, payment to be received, year three | 0.9 | |
Lessor, operating lease, payment to be received, year four | 0.9 | |
Lessor, operating lease, payment to be received, after year four | 0.9 | |
Jansen Pharmaceuticals, Inc. | ||
Disaggregation of Revenue [Line Items] | ||
Increase in other assets | $ 152.7 | |
Other assets | 154 | |
Non-cancelable orders | $ 5.2 |
Revenue recognition - Disaggreg
Revenue recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 337.9 | $ 242.7 | $ 503 | $ 550.2 |
USG | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 155.1 | 124.4 | 186.1 | 236.9 |
Non-USG | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 182.8 | 118.3 | 316.9 | 313.3 |
Product sales, net | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 302.2 | 237.2 | 445.6 | 474.3 |
Product sales, net | USG | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 150.5 | 118.2 | 176.6 | 221.6 |
Product sales, net | Non-USG | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 151.7 | 119 | 269 | 252.7 |
Contract Development And Manufacturing [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total CDMO | 29.1 | (1.8) | 44.3 | 59 |
Contract Development And Manufacturing [Member] | USG | ||||
Disaggregation of Revenue [Line Items] | ||||
Total CDMO | 0 | 0 | 0 | 0 |
Contract Development And Manufacturing [Member] | Non-USG | ||||
Disaggregation of Revenue [Line Items] | ||||
Total CDMO | 29.1 | (1.8) | 44.3 | 59 |
Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 26.4 | 2.7 | 39.8 | 54.5 |
Services | USG | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Services | Non-USG | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 26.4 | 2.7 | 39.8 | 54.5 |
Leases | ||||
Disaggregation of Revenue [Line Items] | ||||
Leases | 2.7 | (4.5) | 4.5 | 4.5 |
Leases | USG | ||||
Disaggregation of Revenue [Line Items] | ||||
Leases | 0 | 0 | 0 | 0 |
Leases | Non-USG | ||||
Disaggregation of Revenue [Line Items] | ||||
Leases | 2.7 | (4.5) | 4.5 | 4.5 |
Contracts and grants | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6.6 | 7.3 | 13.1 | 16.9 |
Contracts and grants | USG | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 4.6 | 6.2 | 9.5 | 15.3 |
Contracts and grants | Non-USG | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 2 | $ 1.1 | $ 3.6 | $ 1.6 |
Revenue recognition - Contract
Revenue recognition - Contract Liabilities (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Change in Contract With Customer, Liability [Roll Forward] | |
Beginning of period | $ 31.7 |
End of period | 19.3 |
Revenue recognized in the period from amounts included in contract liability at the beginning of the period: | $ (6.8) |
Revenue recognition - Accounts
Revenue recognition - Accounts Receivable (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Billed | $ 238.5 | $ 102.7 |
Unbilled | 51.8 | 56.4 |
Allowance for expected credit losses | (0.2) | (0.7) |
Accounts receivable, net | $ 290.1 | $ 158.4 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating lease cost: | ||||
Amortization of right-of-use assets | $ 0.9 | $ 1.4 | $ 2 | $ 2.8 |
Interest on lease liabilities | 0.2 | 0.3 | 0.4 | 0.6 |
Total operating lease cost | $ 1.1 | $ 1.7 | $ 2.4 | $ 3.4 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Operating Leases | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets | Other assets |
Operating lease right-of-use assets | $ 15.7 | $ 19.4 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities |
Operating lease liabilities, current portion | $ 3.6 | $ 5.8 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other liabilities | Other liabilities |
Operating lease liabilities | $ 13.1 | $ 14.8 |
Total operating lease liabilities | $ 16.7 | $ 20.6 |
Operating leases: | ||
Weighted average remaining lease term (years) | 6 years 3 months 18 days | 5 years 10 months 24 days |
Weighted average discount rate | 4.50% | 4.10% |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Line Items] | ||||||
Effective annual tax rate | 29% | |||||
Discrete tax expense (benefits) | $ 0 | $ 0.2 | $ 0 | $ 0.6 | ||
Forecast | ||||||
Income Taxes [Line Items] | ||||||
Effective annual tax rate | (8.00%) | |||||
Valuation allowance, deferred tax asset, increase, amount | $ 127.5 |
Segment information - Narrative
Segment information - Narrative (Details) | 6 Months Ended |
Jun. 30, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment information - Reconcili
Segment information - Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues: | ||||
Total revenues | $ 337.9 | $ 242.7 | $ 503 | $ 550.2 |
Less: Cost of sales: | ||||
Cost of goods and services sold | 190.6 | 169.8 | 345.7 | 325.7 |
Consolidated gross profit | 140.7 | 65.6 | 144.2 | 207.6 |
Products: | ||||
Changes in fair value of contingent consideration | 1.9 | 1.8 | ||
Adjusted Gross Margin | 143 | 66.9 | 150 | 209.4 |
Other reconciling items: | ||||
Adjustments to gross margin | (2.3) | (1.3) | (5.8) | (1.8) |
Impairment of long-lived assets | (306.7) | 0 | (306.7) | 0 |
Research and development | (26) | (49.8) | (66.6) | (96.2) |
Selling, general and administrative | (91.4) | (81.1) | (191.9) | (165.9) |
Amortization of intangible assets | (16.1) | (14) | (33.1) | (28) |
Interest expense | (28.6) | (7.8) | (46.5) | (16) |
Gain on sale of business | 74.9 | 0 | 74.9 | 0 |
Other, net | (3.6) | (3) | 1.3 | (5) |
Loss before income taxes | (250.2) | (82.8) | (411.3) | (86.6) |
Contracts and grants | ||||
Revenues: | ||||
Revenue | 6.6 | 7.3 | 13.1 | 16.9 |
Products And Services Segments | ||||
Revenues: | ||||
Revenue | 331.3 | 235.4 | 489.9 | 533.3 |
Products | ||||
Revenues: | ||||
Revenue | 302.2 | 237.2 | 445.6 | 474.3 |
Less: Cost of sales: | ||||
Cost of goods and services sold | 134.9 | 91 | 237.8 | 171.3 |
Consolidated gross profit | 167.3 | 146.2 | 207.8 | 303 |
Products: | ||||
Changes in fair value of contingent consideration | 0.4 | 1.3 | 1.9 | 1.8 |
Restructuring costs | 0 | 0 | 2 | 0 |
Inventory step-up provision | 1.9 | 0 | 1.9 | 0 |
Adjusted Gross Margin | 169.6 | 147.5 | 213.6 | 304.8 |
Services | ||||
Revenues: | ||||
Revenue | 29.1 | (1.8) | 44.3 | 59 |
Less: Cost of sales: | ||||
Cost of goods and services sold | 55.7 | 78.8 | 107.9 | 154.4 |
Consolidated gross profit | (26.6) | (80.6) | (63.6) | (95.4) |
Products: | ||||
Adjusted Gross Margin | $ (26.6) | $ (80.6) | $ (63.6) | $ (95.4) |
Segment information - Schedule
Segment information - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Depreciation: | ||||
Total | $ 16.8 | $ 28.5 | $ 34.4 | $ 45.1 |
Other | ||||
Depreciation: | ||||
Total | 0.9 | 1 | 2.6 | 2.4 |
Products | ||||
Depreciation: | ||||
Total | 7.5 | 6.7 | 15.5 | 14.1 |
Services | ||||
Depreciation: | ||||
Total | $ 8.4 | $ 20.8 | $ 16.3 | $ 28.6 |
Subsequent events (Details)
Subsequent events (Details) $ in Millions | Aug. 08, 2023 USD ($) employee | Jul. 31, 2023 USD ($) productCandidate | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Subsequent Event [Line Items] | ||||
Contract with customer, liability | $ 19.3 | $ 31.7 | ||
Current portion of contract liabilities | $ 14.3 | $ 26.4 | ||
Subsequent Event | August 2023 Restructuring Plan | ||||
Subsequent Event [Line Items] | ||||
Expected workforce reduction | employee | 400 | |||
Subsequent Event | August 2023 Restructuring Plan | Minimum | ||||
Subsequent Event [Line Items] | ||||
Expected restructuring charges | $ 19 | |||
Subsequent Event | August 2023 Restructuring Plan | Maximum | ||||
Subsequent Event [Line Items] | ||||
Expected restructuring charges | $ 21 | |||
Ebanga | Subsequent Event | Ridgeback | BARDA Contract, Payable in Third Quarter of 2023 | ||||
Subsequent Event [Line Items] | ||||
Current portion of contract liabilities | $ 6.3 | |||
Ebanga | Subsequent Event | Ridgeback | BARDA Contract, Contract not Ceased Prior to June 1, 2026 | ||||
Subsequent Event [Line Items] | ||||
Maximum contingent consideration | $ 50.4 | |||
BARDA | Ebanga | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Term of contract | 10 years | |||
Contract with customer, liability | $ 704 | |||
BARDA | Ebanga | Two Year Option | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Number of option periods | productCandidate | 2 | |||
Contract with customer, liability | $ 121 | |||
BARDA | Ebanga | Five Year Option | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Term of contract | 5 years | |||
Number of option periods | productCandidate | 5 | |||
Contract with customer, liability | $ 583 |