Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 27, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Emergent BioSolutions Inc. | |
Entity Central Index Key | 1,367,644 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 50,019,935 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 190,237 | $ 178,292 |
Restricted cash | 1,043 | 1,043 |
Accounts receivable | 189,489 | 143,653 |
Inventories | 139,373 | 142,812 |
Income tax receivable, net | 0 | 2,432 |
Prepaid expenses and other current assets | 21,166 | 17,157 |
Total current assets | 541,308 | 485,389 |
Property, plant and equipment, net | 419,157 | 407,210 |
Intangible assets, net | 111,773 | 119,597 |
Goodwill | 49,130 | 49,130 |
Deferred tax assets, net | 12,654 | 2,834 |
Other assets | 4,869 | 6,046 |
Total assets | 1,138,891 | 1,070,206 |
Current liabilities: | ||
Accounts payable | 41,629 | 41,751 |
Accrued expenses and other current liabilities | 10,552 | 4,831 |
Accrued compensation | 29,259 | 37,882 |
Contingent consideration, current portion | 2,852 | 2,372 |
Income taxes payable | 2,771 | 0 |
Deferred revenue, current portion | 9,750 | 13,232 |
Total current liabilities | 96,813 | 100,068 |
Contingent consideration, net of current portion | 9,839 | 9,902 |
Long-term indebtedness | 13,482 | 13,457 |
Income taxes payable | 12,500 | 12,500 |
Deferred revenue, net of current portion | 63,255 | 17,259 |
Other liabilities | 4,656 | 4,675 |
Total liabilities | 200,545 | 157,861 |
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 15,000,000 shares authorized, 0 shares issued and outstanding at both June 30, 2018 and December 31, 2017 | 0 | 0 |
Common stock, $0.001 par value; 200,000,000 shares authorized, 51,231,814 shares issued and 50,014,528 shares outstanding at June 30, 2018; 50,619,808 shares issued and 49,405,365 shares outstanding at December 31, 2017 | 51 | 50 |
Treasury stock, at cost, 1,217,286 and 1,214,443 common shares at June 30, 2018 and December 31, 2017, respectively | (39,642) | (39,497) |
Additional paid-in capital | 632,569 | 618,416 |
Accumulated other comprehensive loss | (4,415) | (3,698) |
Retained earnings | 349,783 | 337,074 |
Total stockholders' equity | 938,346 | 912,345 |
Total liabilities and stockholders' equity | $ 1,138,891 | $ 1,070,206 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
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) | 51,231,814 | 50,619,808 |
Common stock, shares outstanding (in shares) | 50,014,528 | 49,405,365 |
Treasury stock ( in shares) | 1,217,286 | 1,214,443 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Revenues: | |||||
Total revenues | $ 220,200 | $ 100,772 | $ 338,014 | $ 217,630 | |
Operating expenses: | |||||
Cost of product sales and contract manufacturing | 89,173 | 34,624 | 147,217 | 80,946 | |
Research and development | 24,745 | 25,751 | 53,796 | 46,227 | |
Selling, general and administrative | 39,506 | 31,868 | 79,710 | 67,018 | |
Income from operations | 66,776 | 8,529 | 57,291 | 23,439 | |
Other income (expense): | |||||
Interest income | 306 | 583 | 528 | 956 | |
Interest expense | (1,008) | (1,805) | (1,242) | (3,743) | |
Other expense, net | (253) | (586) | (179) | (286) | |
Total other expense, net | (955) | (1,808) | (893) | (3,073) | |
Income before provision for income taxes | 65,821 | 6,721 | 56,398 | 20,366 | |
Provision for income taxes | 15,677 | 2,105 | 11,162 | 5,265 | |
Net income | $ 50,144 | $ 4,616 | $ 45,236 | $ 15,101 | |
Net income per share - basic (in dollars per share) | $ 1 | $ 0.11 | $ 0.91 | $ 0.37 | |
Net income per share - diluted (in dollars per share) | [1] | $ 0.98 | $ 0.11 | $ 0.89 | $ 0.35 |
Weighted-average number of shares - basic (in shares) | 49,896,124 | 41,013,764 | 49,738,980 | 40,871,540 | |
Weighted-average number of shares - diluted (in shares) | 51,162,909 | 50,078,594 | 51,039,195 | 49,899,291 | |
Product Sales [Member] | |||||
Revenues: | |||||
Total revenues | $ 180,075 | $ 63,610 | $ 255,846 | $ 145,579 | |
Contract Manufacturing [Member] | |||||
Revenues: | |||||
Total revenues | 23,613 | 16,160 | 49,791 | 33,788 | |
Contracts and Grants [Member] | |||||
Revenues: | |||||
Total revenues | $ 16,512 | $ 21,002 | $ 32,377 | $ 38,263 | |
[1] | See "Earnings per share" footnote for details on calculation. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Condensed Consolidated Statements of Comprehensive Income [Abstract] | ||||
Net income | $ 50,144 | $ 4,616 | $ 45,236 | $ 15,101 |
Foreign currency translation, net of tax | 1,165 | 228 | (717) | 812 |
Comprehensive income | $ 51,309 | $ 4,844 | $ 44,519 | $ 15,913 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | ||
Cash flows from operating activities: | |||
Net income | $ 45,236 | $ 15,101 | |
Adjustments to reconcile to net cash provided by (used in) operating activities: | |||
Stock-based compensation expense | 11,709 | 8,018 | |
Depreciation and amortization | 24,713 | 20,097 | |
Income taxes | 8,475 | 4,951 | |
Change in fair value of contingent obligations | 1,674 | 433 | |
Impairment of long-lived assets | 263 | 0 | |
Other | 966 | 464 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (46,251) | 36,160 | |
Inventories | 3,439 | 3,473 | |
Income taxes | (3,239) | 0 | |
Prepaid expenses and other assets | (6,120) | 276 | |
Accounts payable | (4,394) | 4,245 | |
Accrued expenses and other liabilities | 5,607 | (4,386) | |
Accrued compensation | (8,621) | (10,194) | |
Deferred revenue | 134 | 17,035 | |
Net cash provided by operating activities | 33,591 | 95,673 | |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment and other | (25,217) | (29,605) | |
Proceeds from sale of assets | 2,624 | 0 | |
Net cash used in investing activities | (22,593) | (29,605) | |
Cash flows from financing activities: | |||
Issuance of common stock upon exercise of stock options | 8,465 | 4,605 | |
Taxes paid on behalf of employees for equity activity | (6,020) | (4,059) | |
Payments of notes payable to Aptevo | 0 | (20,000) | |
Contingent consideration payments | (1,257) | (2,405) | |
Purchase of treasury stock | (145) | (83) | |
Net cash provided by (used in) financing activities | 1,043 | (21,942) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (96) | (12) | |
Net increase in cash, cash equivalents and restricted cash | 11,945 | 44,114 | |
Cash, cash equivalents and restricted cash at beginning of period | 179,335 | [1] | 271,513 |
Cash, cash equivalents and restricted cash at end of period | $ 191,280 | [1] | $ 315,627 |
[1] | As of December 31, 2017 and June 30, 2018, the balance includes $1,043 of restricted cash. |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Condensed Consolidated Statements of Cash Flows (Unaudited) [Abstract] | ||
Restricted cash | $ 1,043 | $ 1,043 |
Condensed Consolidated Stateme8
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | $0.001 Par Value Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings [Member] | Total |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Adoption of new accounting standard (ASC 606), net of tax | ASC 606 [Member] | $ (32,527) | $ (32,527) | ||||
Balance at Dec. 31, 2017 | $ 50 | $ 618,416 | $ (39,497) | $ (3,698) | 337,074 | 912,345 |
Balance (ASC 606 [Member]) at Dec. 31, 2017 | $ 50 | 618,416 | $ (39,497) | (3,698) | 304,547 | $ 879,818 |
Balance (in shares) at Dec. 31, 2017 | 50,619,808 | (1,214,443) | 49,405,365 | |||
Balance (in shares) (ASC 606 [Member]) at Dec. 31, 2017 | 50,619,808 | (1,214,443) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Employee equity plans activity | $ 1 | 14,153 | $ 14,154 | |||
Employee equity plans activity (in shares) | 612,006 | |||||
Treasury stock | $ (145) | (145) | ||||
Treasury stock (in shares) | (2,843) | |||||
Net income | 45,236 | 45,236 | ||||
Foreign currency translation, net of tax | (717) | (717) | ||||
Balance at Jun. 30, 2018 | $ 51 | $ 632,569 | $ (39,642) | $ (4,415) | $ 349,783 | $ 938,346 |
Balance (in shares) at Jun. 30, 2018 | 51,231,814 | (1,217,286) | 50,014,528 |
Condensed Consolidated Stateme9
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Condensed Consolidated Statement of Changes in Stockholders' Equity [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Summary of significant accounti
Summary of significant accounting policies | 6 Months Ended |
Jun. 30, 2018 | |
Summary of significant accounting policies [Abstract] | |
Summary of significant accounting policies | 1. Summary of significant accounting policies Basis of presentation and consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Emergent BioSolutions Inc. ("Emergent" or the "Company") and its wholly owned and majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The unaudited consolidated financial statements included herein have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the SEC. In the opinion of the Company's management, any 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, 2018. Interim results are not necessarily indicative of results that may be expected for any other interim period or for an entire year. Significant accounting policies During the six months ended June 30, 2018, there have been no significant changes to the Company's summary of significant accounting policies contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the SEC, except for the new revenue recognition standard the Company adopted effective January 1, 2018. See Note 2. "Revenue recognition" for further details. Recently issued accounting standards ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting In June 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting ASU 2016-18, Restricted Cash (Topic 230): Statement of Cash Flows In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash (Topic 230): Statement of Cash Flows " ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments " ASU 2016-02, Leases (Topic 842) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) " There are no other recently issued accounting pronouncements that are expected to have a material impact on the Company's financial position, results of operations or cash flows. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2018 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 2. Revenue recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) " Topic 605, Revenue Recognition A performance obligation is a promise in a contract to transfer a distinct product or service to a customer and is the unit of account under ASC 606. For contracts with multiple performance obligations, the Company allocates the contract's transaction price to each performance obligation on a relative standalone selling price basis using the Company's best estimate of the standalone selling price of each distinct product or service in the contract. The primary method used to estimate standalone selling price is the price observed in standalone sales to customers, however when prices in standalone sales are not available the Company may use third-party pricing for similar products or services or estimate the standalone selling price. Allocation of the transaction price is determined at the contracts' inception. Once the performance obligations in the contract have been identified, the Company estimates the transaction price of the contract. The estimate includes amounts that are fixed as well as those that can vary based on expected outcomes of the activities or contractual terms. The Company's variable consideration primarily includes consideration transferred under its development contracts with the U.S. government as consideration received can vary based on developmental progression of the product candidate(s). When a contract's transaction price includes variable consideration, the Company evaluates the estimate of the variable consideration to determine whether the estimate needs to be constrained; therefore, the Company includes the variable consideration in the transaction price only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration estimates are updated at each reporting date. There were no constraints or material changes to the Company's variable consideration estimates as of or during the six months ended June 30, 2018. To indicate the transfer of control for the Company's product sales and contract manufacturing services, it must have a present right to payment, legal title must have passed to the customer, and the customer must have the significant risks and rewards of ownership. Revenue for long-term development contracts is generally recognized based upon the cost-to-cost measure of progress, provided that the Company meets the criteria associated with transferring control of the good or service over time. The Company derives revenues primarily from the sale of its marketed medical countermeasures ("MCMs") products and contract revenues associated with development of its MCMs. The primary customer for the Company's MCM products and the development of the Company's MCM product candidate portfolio is the U.S. government. The Company's contracts for the sale of its MCM products generally have single performance obligation. Certain product sales contracts with the U.S. government include multiple performance obligations, which generally include the marketed product, stability testing associated with that product, expiry extensions and plasma collection. The Company's development contracts for its MCM product candidates generally are cost plus fixed fee arrangements, which the Company treats a single performance obligation with variable consideration. The U.S. government contracts for the sale and development of the Company's MCM products and product candidates are normally multi-year contracts. In addition, the Company performs contract manufacturing services for third parties, which includes pharmaceutical product process development, manufacturing and filling services for injectable and other sterile products, inclusive of process design, technical transfer, manufacturing validations, laboratory analytical development support, aseptic filling, lyophilization, final packaging and accelerated and ongoing stability studies. These contracts generally include a single performance obligation with a duration that is less than one-year. The Company finalized the review of its portfolio of revenue contracts that were not complete as of the adoption date and made its determination of its revenue streams as well as completed extensive contract specific reviews to determine the impact of the new standard on its historical and prospective revenue recognition. Because many of the Company's contracts with customers have unique contract terms, the Company reviewed all of its non-standard agreements in order to determine the effect of adoption. The Company determined its Centers for Innovation in Advanced Development and Manufacturing ("CIADM") contract with the Biomedical Advanced Research and Development Authority ("BARDA") will have a material change in revenue recognition under the new guidance. Under ASC 606, the Company determined that there is one performance obligation to provide ongoing manufacturing capability to the U.S. government and will recognize the consideration received in the base period on a straight-line basis over a 24-year period as the capability being created during the base period of the contract is being provided to the customer over both the base period contract term as well as 17 additional option periods. In addition, the Company determined the CIADM contract includes a significant financing component which is included in the transaction price. The Company calculated the financing component using an interest rate the Company had on its other debt obligations at inception of the contract. Prior to the adoption of ASC 606, the Company recognized revenue under the CIADM contract on a straight-line basis, based upon its estimate of the total payments to be received under the contract. The Company analyzed the estimated payments to be received on a quarterly basis to determine if an adjustment to revenue was required. As a result of the adoption of ASC 606, as of January 1, 2018, there was an increase in the deferred revenue liability of $42.4 million and an increase in deferred tax assets of $9.9 million The Company considers accounts receivables and deferred costs associated with revenue generating contracts, that are not included in inventory or property, plant and equipment, as contract assets. As of June 30, 2018 and December 31, 2017, the Company had $189.5 million and $143.7 million, respectively, in contract assets associated with accounts receivable When performance obligations are not transferred to a customer at the end of a reporting period, the amount allocated to those performance obligations are deferred until control of these performance obligations is transferred to the customer. The following table presents the rollforward of the contract liabilities, (in thousands) Balance at December 31, 2017 $ 30,491 Adoption of new accounting standard (ASC 606) 42,379 Balance at January 1, 2018 72,870 Deferral of revenue 15,478 Recognition of revenue included in beginning of year contract liability (15,343 ) Balance at June 30, 2018 $ 73,005 We operate in one business segment. Therefore, results of our operations are reported on a consolidated basis for purposes of segment reporting, consistent with internal management reporting. (in thousands) Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 U.S Non-U.S. U.S Non-U.S. Government Government Total Government Government Total Product sales $ 169,897 $ 10,178 $ 180,075 $ 235,922 $ 19,924 $ 255,846 Contract manufacturing - 23,613 23,613 - 49,791 49,791 Contracts and grants 15,250 1,262 16,512 30,055 2,322 32,377 Total revenues $ 185,147 $ 35,053 $ 220,200 $ 265,977 $ 72,037 $ 338,014 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2018 | |
Acquisitions [Abstract] | |
Acquisitions | 3. Acquisitions Acquisition of ACAM2000 business On October 6, 2017, the Company completed the acquisition of the ACAM2000® (Smallpox (Vaccinia) Vaccine, Live) business of Sanofi Pasteur Biologics, LLC ("Sanofi"). This acquisition included ACAM2000, the only smallpox vaccine licensed by the FDA, a current good manufacturing practices ("cGMP") live viral manufacturing facility and office and warehouse space, both in Canton, Massachusetts, and a cGMP viral fill/finish facility in Rockville, Maryland. With this acquisition, the Company also acquired an existing 10-year contract with the Centers for Disease Control and Prevention ("CDC"), which under the terms expired in March 2018. This contract had a stated value of up to $425 million, with a remaining contract value of up to approximately $160 million as of the acquisition date, for the delivery of ACAM2000 to the U.S. Strategic National Stockpile ("SNS") This acquisition added to the Company's product portfolio and expanded the Company's manufacturing capabilities. At the closing, the Company paid $97.5 million in an upfront payment and $20 million in milestone payments earned as of the closing date tied to the achievement of certain regulatory and manufacturing-related milestones, for a total payment in cash of $117.5 million. The agreement included an additional milestone payment of up to $7.5 million upon achievement of a regulatory milestone, which was achieved in November 2017. The $7.5 million milestone payment was made during the fourth quarter of 2017. This transaction was accounted for by the Company under the acquisition method of accounting, with the Company as the acquirer. Under the acquisition method of accounting, the assets and liabilities of the ACAM2000 business were preliminarily recorded as of October 6, 2017, the acquisition date, at their respective fair values, and combined with those of the Company. The contingent purchase consideration obligation is based on a regulatory milestone. At October 6, 2017, the contingent purchase consideration obligation related to the regulatory milestone was recorded at a fair value of $2.2 million. The fair value of this obligation is based on a present value model of management's assessment of the probability of achievement of the regulatory milestone as of the acquisition date. This assessment is based on inputs that have no observable market (Level 3). The total purchase price is summarized below: (in thousands) Amount of cash paid to Sanofi $ 117,500 Fair value of contingent purchase consideration 2,200 Total purchase price $ 119,700 The table below summarizes the preliminary allocation of the purchase price based upon estimated fair values of assets acquired at October 6, 2017. The Company did not assume any liabilities in the acquisition. This preliminary allocation is based upon the finalization of valuation reports and as management gathers additional information on the acquired assets. (in thousands) Fair value of tangible assets acquired: Inventory $ 74,876 Property, plant and equipment 19,995 Total fair value of tangible assets acquired 94,871 Acquired intangible asset 16,700 Goodwill 8,129 Total purchase price $ 119,700 The Company determined the fair value of the intangible asset using the income approach, which is based on the present value of future cash flows. The fair value measurements are based on significant unobservable inputs that are developed by the Company using estimates and assumptions of the respective market and market penetration of the Company's products. The Company determined the fair value of the ACAM2000 intangible asset using the income approach with a present value discount rate of 15.5%; this discount rate is derived from the estimated weighted-average cost of capital for substantially similar companies and assets. This is comparable to the estimated internal rate of return for the acquisition and represents the rate that market participants would use to value these intangible assets. The projected cash flows from the ACAM2000 intangible asset were based on key assumptions, including: estimates of revenues and operating profits, the life of the potential commercialized product and associated risks, and risks related to the viability of and potential alternative treatments in any future target markets. The Company has determined the ACAM2000 intangible asset will be amortized over 10 years. The Company determined the fair value of the inventory using the probability adjusted comparative sales method, which estimates the expected sales price reduced for all costs expected to be incurred to complete and dispose of the inventory with a profit on those costs. The Company determined the fair value of the property, plant and equipment utilizing either the cost approach or the sales comparison approach. The cost approach is derived by determining replacement cost of the asset and then subtracting any value that has been lost due to economic obsolescence, functional obsolescence, or physical deterioration. The sales comparison approach is derived by the determination that an asset is equal to the market price of an asset of comparable features such as design, location, size, construction, materials, use, capacity, specification, operational characteristics and other features or descriptions. The Company recorded approximately $8.1 million in goodwill related to the ACAM2000 acquisition, representing the purchase price paid in the acquisition that was in excess of the fair value of the tangible and intangible assets acquired. There is no goodwill for tax purposes. |
Fair value measurements
Fair value measurements | 6 Months Ended |
Jun. 30, 2018 | |
Fair value measurements [Abstract] | |
Fair value measurements | 4. Fair value measurements Contingent consideration consists of liabilities measured at fair value on a recurring basis. For the three and six months ended June 30, 2018, the contingent purchase consideration obligations associated with RSDL increased by $0.7 million and $1.6 million, respectively. During the three and six months ended June 30, 2017, the contingent purchase consideration obligations associated with RSDL increased by $0.2 million and $0.5 million, respectively. The changes in the fair value of the RSDL contingent consideration obligations are primarily due to the expected amount and timing of future net sales, which are inputs that have no observable market (Level 3). These changes are classified in the Company's statement of operations as cost of product sales and contract manufacturing. The following table is a reconciliation of the beginning and ending balance of the liabilities, consisting only of contingent consideration, measured at fair value, using significant unobservable inputs (Level 3) during the six months ended June 30, 2018. (in thousands) Balance at December 31, 2017 $ 12,274 Expense included in earnings 1,674 Settlements (1,257 ) Balance at June 30, 2018 $ 12,691 Separate disclosure is required for assets and liabilities measured at fair value on a recurring basis from those measured at fair value on a non-recurring basis. As of June 30, 2018 and 2017 and for the quarters then ended, the Company had no significant assets or liabilities that were measured at fair value on a non-recurring basis. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2018 | |
Inventories [Abstract] | |
Inventories | 5. Inventories Inventories consisted of the following: June 30, December 31, (in thousands) 2018 2017 Raw materials and supplies $ 34,426 $ 36,069 Work-in-process 79,546 76,610 Finished goods 25,401 30,133 Total inventories $ 139,373 $ 142,812 |
Property, plant and equipment
Property, plant and equipment | 6 Months Ended |
Jun. 30, 2018 | |
Property, plant and equipment [Abstract] | |
Property, plant and equipment | 6. Property, plant and equipment Property, plant and equipment consisted of the following: June 30, December 31, (in thousands) 2018 2017 Land and improvements $ 21,848 $ 21,843 Buildings, building improvements and leasehold improvements 159,264 160,005 Furniture and equipment 213,445 206,819 Software 52,343 50,829 Construction-in-progress 124,832 100,088 Property, plant and equipment, gross 571,732 539,584 Less: Accumulated depreciation and amortization (152,575 ) (132,374 ) Total property, plant and equipment, net $ 419,157 $ 407,210 In the table presented above, as of June 30, 2018 and December 31, 2017, construction-in-progress primarily includes costs related to construction of the Company's CIADM facility. |
Intangible assets
Intangible assets | 6 Months Ended |
Jun. 30, 2018 | |
Intangible assets [Abstract] | |
Intangible assets | 7. Intangible assets During the three months ended June 30, 2018 and 2017, the Company recorded amortization expense for intangible assets of $3.9 million and $1.6 million, respectively. During the six months ended June 30, 2018 and 2017, the Company recorded amortization expense for intangible assets of $7.8 million and $3.1 million, respectively. Amortization expense has been recorded in operating expenses, specifically selling, general and administrative and cost of product sales and contract manufacturing. As of June 30, 2018, the weighted average amortization period remaining for intangible assets was 8.3 years. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Equity | 8. Equity During the six months ended June 30, 2018, the Company granted 0.4 million shares of stock options and 0.4 million shares of restricted stock units under the Fourth Amended and Restated Emergent BioSolutions Inc. 2006 Stock Incentive Plan (the "Plan"). The grants vest over three equal annual installments beginning on the day prior to the anniversary of the grant date. On May 24, 2018, the Company's stockholders approved an increase in the number of shares issuable under the Plan by 3.0 million shares, to a total of 21.9 million shares, and extended the plan term to May 23, 2028. |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income taxes [Abstract] | |
Income taxes | 9. Income taxes The estimated effective annual tax rate for the Company, which excludes discrete adjustments, was 25% and 31% for the six months ended June 30, 2018 and 2017, respectively. The decrease in the estimated effective annual tax rate is primarily due to the impact of the Tax Reform Act enacted on December 22, 2017 which reduced the U.S. federal corporate income tax rate from 35% to 21% For the six months ended June 30, 2018 and 2017, the Company recorded a discrete tax benefit primarily associated with equity awards activity of $3.2 million and $1.1 million, respectively. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act. For the six months ended June 30, 2018, the Company did not change the provisional estimates recognized in 2017. Additional work is necessary for a more detailed analysis of the Company's deferred tax assets and liabilities and its historical foreign earnings as well as potential correlative adjustments. Any adjustment to these amounts will be recorded to current tax expense in the quarter of 2018 when the analysis is complete. |
Purchase commitments
Purchase commitments | 6 Months Ended |
Jun. 30, 2018 | |
Purchase commitments [Abstract] | |
Purchase commitments | 10. Purchase commitments During the first quarter of 2018, the Company entered into a three year contract with Norwood Laboratories Inc. ("Norwood") to purchase approximately $12.0 million of raw materials related to the Company's RSDL product. As of June 30, 2018, the Company had not purchased any materials under this commitment. |
Earnings per share
Earnings per share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings per share [Abstract] | |
Earnings per share | 11. Earnings per share The following table presents the calculation of basic and diluted net income per share: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share data) 2018 2017 2018 2017 Numerator: Net income $ 50,144 $ 4,616 $ 45,236 $ 15,101 Interest expense on convertible debt, net of tax - 835 - 1,742 Amortization of convertible debt issuance costs, net of tax - 195 - 391 Net income, adjusted $ 50,144 $ 5,646 $ 45,236 $ 17,234 Denominator: Weighted-average number of shares—basic 49,896,124 41,013,764 49,738,980 40,871,540 Dilutive securities—equity awards 1,266,785 968,354 1,300,215 931,263 Dilutive securities—convertible debt - 8,096,476 - 8,096,488 Weighted-average number of shares—diluted 51,162,909 50,078,594 51,039,195 49,899,291 Net income per share - basic $ 1.00 $ 0.11 $ 0.91 $ 0.37 Net income per share - diluted $ 0.98 $ 0.11 $ 0.89 $ 0.35 For the three and six months ended June 30, 2018 and 2017, basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. For the three and six months ended June 30, 2018, diluted earnings per share was computed using the "treasury method" by dividing the net income by the weighted average number of shares of common stock outstanding during the period. The weighted average number of shares is adjusted for the potential dilutive effect of the exercise of stock options, and the vesting of restricted stock units and performance stock units. For the three and six months ended June 30, 2017, diluted earnings per share is computed using the "if-converted" method by dividing the net income adjusted for interest expense and amortization of debt issuance cost, both net of tax, associated with the 2.875% Convertible Senior Notes due 2021 (the "Notes") by the weighted average number of shares of common stock outstanding during the period. The weighted average number of shares is adjusted for the potential dilutive effect of the exercise of stock options; and the vesting of restricted stock units and performance stock units along with the assumption of the conversion of the Notes, at the beginning of the period. For the three and six months ended June 30, 2018, there were no stock options excluded from the calculation of diluted earnings per share. For the three and six months ended June 30, 2017, approximately 0.4 million stock options were excluded from the calculation of diluted earnings per share due to the fact that the exercise prices were in excess of the average per share closing price during the period. |
Litigation
Litigation | 6 Months Ended |
Jun. 30, 2018 | |
Litigation [Abstract] | |
Litigation | 12. Litigation On July 19, 2016, Plaintiff William Sponn ("Sponn"), filed a putative class action complaint in the United States District Court for the District of Maryland on behalf of purchasers of the Company's common stock between January 11, 2016 and June 21, 2016, inclusive (the "Class Period"), seeking to pursue remedies under the Securities Exchange Act of 1934 against the Company and certain of its senior officers and directors, collectively, the Defendants. The complaint alleges, among other things, that the Company made materially false and misleading statements about the government's demand for BioThrax and expectations that the Company's five-year exclusive procurement contract with HHS would be renewed and omitted certain material facts. Sponn is seeking unspecified damages, including legal costs. On October 25, 2016, the Court added City of Cape Coral Municipal Firefighters' Retirement Plan and City of Sunrise Police Officers' Retirement Plan as plaintiffs and appointed them Lead Plaintiffs and Robins Geller Rudman & Dowd LLP as Lead Counsel. On December 27, 2016, the Plaintiffs filed an amended complaint that cites the same class period, names the same defendants and makes similar allegations to the original complaint. The Company filed a Motion to Dismiss on February 27, 2017. The Plaintiffs filed an opposition brief on April 28, 2017. The Company's Motion to Dismiss was heard and denied on July 6, 2017. The Company filed its answer on July 28, 2017. The parties are currently in the process of exchanging discovery. The Plaintiffs filed an amended motion for class certification and appointment of Sponn and Geoffrey L. Flagstad as lead plaintiffs on December 20, 2017. A hearing on that motion was heard on May 2, 2018. The Defendants believe that the allegations in the complaint are without merit and intend to defend themselves vigorously against those claims. As of the date of this filing, the range of potential loss cannot be determined or estimated. |
Summary of significant accoun22
Summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Summary of significant accounting policies [Abstract] | |
Basis of presentation and consolidation | Basis of presentation and consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Emergent BioSolutions Inc. ("Emergent" or the "Company") and its wholly owned and majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The unaudited consolidated financial statements included herein have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the SEC. In the opinion of the Company's management, any 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, 2018. Interim results are not necessarily indicative of results that may be expected for any other interim period or for an entire year. Significant accounting policies During the six months ended June 30, 2018, there have been no significant changes to the Company's summary of significant accounting policies contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the SEC, except for the new revenue recognition standard the Company adopted effective January 1, 2018. See Note 2. "Revenue recognition" for further details. |
Recently issued accounting standards | Recently issued accounting standards ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting In June 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting ASU 2016-18, Restricted Cash (Topic 230): Statement of Cash Flows In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash (Topic 230): Statement of Cash Flows " ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments " ASU 2016-02, Leases (Topic 842) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) " There are no other recently issued accounting pronouncements that are expected to have a material impact on the Company's financial position, results of operations or cash flows. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue Recognition [Abstract] | |
Rollforward of Contract Liabilities | When performance obligations are not transferred to a customer at the end of a reporting period, the amount allocated to those performance obligations are deferred until control of these performance obligations is transferred to the customer. The following table presents the rollforward of the contract liabilities, (in thousands) Balance at December 31, 2017 $ 30,491 Adoption of new accounting standard (ASC 606) 42,379 Balance at January 1, 2018 72,870 Deferral of revenue 15,478 Recognition of revenue included in beginning of year contract liability (15,343 ) Balance at June 30, 2018 $ 73,005 |
Disaggregation of Revenue | We operate in one business segment. Therefore, results of our operations are reported on a consolidated basis for purposes of segment reporting, consistent with internal management reporting. (in thousands) Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 U.S Non-U.S. U.S Non-U.S. Government Government Total Government Government Total Product sales $ 169,897 $ 10,178 $ 180,075 $ 235,922 $ 19,924 $ 255,846 Contract manufacturing - 23,613 23,613 - 49,791 49,791 Contracts and grants 15,250 1,262 16,512 30,055 2,322 32,377 Total revenues $ 185,147 $ 35,053 $ 220,200 $ 265,977 $ 72,037 $ 338,014 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Acquisitions [Abstract] | |
Total Purchase Price | The total purchase price is summarized below: (in thousands) Amount of cash paid to Sanofi $ 117,500 Fair value of contingent purchase consideration 2,200 Total purchase price $ 119,700 |
Allocation of Purchase Price Based Upon Estimated Fair Values of Assets Acquired and Liabilities Assumed | The table below summarizes the preliminary allocation of the purchase price based upon estimated fair values of assets acquired at October 6, 2017. The Company did not assume any liabilities in the acquisition. This preliminary allocation is based upon the finalization of valuation reports and as management gathers additional information on the acquired assets. (in thousands) Fair value of tangible assets acquired: Inventory $ 74,876 Property, plant and equipment 19,995 Total fair value of tangible assets acquired 94,871 Acquired intangible asset 16,700 Goodwill 8,129 Total purchase price $ 119,700 |
Fair value measurements (Tables
Fair value measurements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair value measurements [Abstract] | |
Reconciliation of Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) | The following table is a reconciliation of the beginning and ending balance of the liabilities, consisting only of contingent consideration, measured at fair value, using significant unobservable inputs (Level 3) during the six months ended June 30, 2018. (in thousands) Balance at December 31, 2017 $ 12,274 Expense included in earnings 1,674 Settlements (1,257 ) Balance at June 30, 2018 $ 12,691 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Inventories [Abstract] | |
Inventories | Inventories consisted of the following: June 30, December 31, (in thousands) 2018 2017 Raw materials and supplies $ 34,426 $ 36,069 Work-in-process 79,546 76,610 Finished goods 25,401 30,133 Total inventories $ 139,373 $ 142,812 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property, plant and equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consisted of the following: June 30, December 31, (in thousands) 2018 2017 Land and improvements $ 21,848 $ 21,843 Buildings, building improvements and leasehold improvements 159,264 160,005 Furniture and equipment 213,445 206,819 Software 52,343 50,829 Construction-in-progress 124,832 100,088 Property, plant and equipment, gross 571,732 539,584 Less: Accumulated depreciation and amortization (152,575 ) (132,374 ) Total property, plant and equipment, net $ 419,157 $ 407,210 |
Earnings per share (Tables)
Earnings per share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings per share [Abstract] | |
Basic and Diluted Net Income per Share | The following table presents the calculation of basic and diluted net income per share: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share data) 2018 2017 2018 2017 Numerator: Net income $ 50,144 $ 4,616 $ 45,236 $ 15,101 Interest expense on convertible debt, net of tax - 835 - 1,742 Amortization of convertible debt issuance costs, net of tax - 195 - 391 Net income, adjusted $ 50,144 $ 5,646 $ 45,236 $ 17,234 Denominator: Weighted-average number of shares—basic 49,896,124 41,013,764 49,738,980 40,871,540 Dilutive securities—equity awards 1,266,785 968,354 1,300,215 931,263 Dilutive securities—convertible debt - 8,096,476 - 8,096,488 Weighted-average number of shares—diluted 51,162,909 50,078,594 51,039,195 49,899,291 Net income per share - basic $ 1.00 $ 0.11 $ 0.91 $ 0.37 Net income per share - diluted $ 0.98 $ 0.11 $ 0.89 $ 0.35 |
Revenue Recognition (Details)
Revenue Recognition (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)PeriodSegment | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Revenue [Abstract] | |||||
Transaction price | $ 630,000 | $ 630,000 | |||
Number of additional option periods | Period | 17 | ||||
Contract revenue | 220,200 | $ 100,772 | $ 338,014 | $ 217,630 | |
Number of operating segments | Segment | 1 | ||||
Contract with Customer, Asset and Liability [Abstract] | |||||
Accounts receivable | 189,489 | $ 189,489 | $ 143,653 | ||
Deferred costs | 3,400 | 3,400 | 2,900 | ||
Contract with Customer, Liability [Abstract] | |||||
Contract liability | 73,005 | 73,005 | |||
Deferral of revenue | 15,478 | ||||
Recognition of revenue included in beginning of year contract liability | (15,343) | ||||
Contract liability | $ 73,005 | $ 73,005 | |||
Accounting Standards Update 2014-09 [Member] | |||||
Contract with Customer, Liability [Abstract] | |||||
Contract liability | 72,870 | ||||
Contract liability | 72,870 | ||||
CIADM [Member] | |||||
Revenue [Abstract] | |||||
Term of contract | 24 years | ||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | |||||
Contract with Customer, Liability [Abstract] | |||||
Contract liability | 42,379 | ||||
Contract liability | 42,379 | ||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | CIADM [Member] | Accounting Standards Update 2014-09 [Member] | |||||
Revenue [Abstract] | |||||
Retained earnings | 32,500 | ||||
Deferred tax assets | 9,900 | ||||
Contract with Customer, Liability [Abstract] | |||||
Contract liability | 42,400 | ||||
Contract liability | 42,400 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | |||||
Contract with Customer, Liability [Abstract] | |||||
Contract liability | 30,491 | ||||
Contract liability | $ 30,491 |
Revenue Recognition, Disaggrega
Revenue Recognition, Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation of revenue [Abstract] | ||||
Total revenues | $ 220,200 | $ 100,772 | $ 338,014 | $ 217,630 |
U.S. Government [Member] | ||||
Disaggregation of revenue [Abstract] | ||||
Total revenues | 185,147 | 265,977 | ||
Non-U.S. Government [Member] | ||||
Disaggregation of revenue [Abstract] | ||||
Total revenues | 35,053 | 72,037 | ||
Product Sales [Member] | ||||
Disaggregation of revenue [Abstract] | ||||
Total revenues | 180,075 | 63,610 | 255,846 | 145,579 |
Product Sales [Member] | U.S. Government [Member] | ||||
Disaggregation of revenue [Abstract] | ||||
Total revenues | 169,897 | 235,922 | ||
Product Sales [Member] | Non-U.S. Government [Member] | ||||
Disaggregation of revenue [Abstract] | ||||
Total revenues | 10,178 | 19,924 | ||
Contract Manufacturing [Member] | ||||
Disaggregation of revenue [Abstract] | ||||
Total revenues | 23,613 | 16,160 | 49,791 | 33,788 |
Contract Manufacturing [Member] | U.S. Government [Member] | ||||
Disaggregation of revenue [Abstract] | ||||
Total revenues | 0 | 0 | ||
Contract Manufacturing [Member] | Non-U.S. Government [Member] | ||||
Disaggregation of revenue [Abstract] | ||||
Total revenues | 23,613 | 49,791 | ||
Contracts and Grants [Member] | ||||
Disaggregation of revenue [Abstract] | ||||
Total revenues | 16,512 | $ 21,002 | 32,377 | $ 38,263 |
Contracts and Grants [Member] | U.S. Government [Member] | ||||
Disaggregation of revenue [Abstract] | ||||
Total revenues | 15,250 | 30,055 | ||
Contracts and Grants [Member] | Non-U.S. Government [Member] | ||||
Disaggregation of revenue [Abstract] | ||||
Total revenues | $ 1,262 | $ 2,322 |
Revenue Recognition, Performanc
Revenue Recognition, Performance Obligations (Details) $ in Millions | Jun. 30, 2018USD ($) |
Performance Obligations [Abstract] | |
Performance obligations expected to be satisfied | $ 630 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-04-01 | |
Performance Obligations [Abstract] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 24 months |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Oct. 06, 2017 | Jun. 30, 2018 | Dec. 31, 2017 |
Fair value of tangible assets acquired and liabilities assumed [Abstract] | |||
Goodwill | $ 49,130 | $ 49,130 | |
Sanofi [Member] | |||
Summary of total purchase price [Abstract] | |||
Amount of cash paid to Sanofi | $ 117,500 | ||
Fair value of contingent purchase consideration | 2,200 | ||
Total purchase price | 119,700 | ||
Fair value of tangible assets acquired and liabilities assumed [Abstract] | |||
Inventory | 74,876 | ||
Property, plant and equipment | 19,995 | ||
Total fair value of tangible assets acquired and liabilities assumed | 94,871 | ||
Acquired intangible asset | 16,700 | ||
Goodwill | 8,129 | ||
Total purchase price | $ 119,700 | ||
ACAM2000 [Member] | |||
Acquisitions [Abstract] | |||
Term of contract under acquisition | 10 years | ||
Value of contract | $ 425,000 | ||
Amount for deliveries of product to the SNS | 160,000 | ||
Upfront cash payment | 97,500 | ||
Amount of payment for manufacturing related milestones | 20,000 | ||
Amount of payment for regulatory related milestones | $ 7,500 | $ 7,500 | |
Fair value of tangible assets acquired and liabilities assumed [Abstract] | |||
Amortization period of intangible asset | 10 years | ||
ACAM2000 [Member] | Discount Rate [Member] | |||
Fair value of tangible assets acquired and liabilities assumed [Abstract] | |||
Present value discount rate | 15.50% |
Fair value measurements (Detail
Fair value measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Unobservable Input Reconciliation [Roll Forward] | ||||
Balance, beginning of period | $ 12,274 | |||
Expense included in earnings | 1,674 | |||
Settlements | (1,257) | |||
Balance, end of period | $ 12,691 | 12,691 | ||
RSDL [Member] | ||||
Unobservable Input Reconciliation [Roll Forward] | ||||
Change in fair value of contingent obligations | $ 700 | $ 200 | $ 1,600 | $ 500 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Inventories [Abstract] | ||
Raw materials and supplies | $ 34,426 | $ 36,069 |
Work-in-process | 79,546 | 76,610 |
Finished goods | 25,401 | 30,133 |
Total inventories | $ 139,373 | $ 142,812 |
Property, plant and equipment35
Property, plant and equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Property, plant and equipment [Abstract] | ||
Property, plant and equipment, gross | $ 571,732 | $ 539,584 |
Less: Accumulated depreciation and amortization | (152,575) | (132,374) |
Total Property, plant and equipment, net | 419,157 | 407,210 |
Land and Improvements [Member] | ||
Property, plant and equipment [Abstract] | ||
Property, plant and equipment, gross | 21,848 | 21,843 |
Buildings, Building Improvements and Leasehold Improvements [Member] | ||
Property, plant and equipment [Abstract] | ||
Property, plant and equipment, gross | 159,264 | 160,005 |
Furniture and Equipment [Member] | ||
Property, plant and equipment [Abstract] | ||
Property, plant and equipment, gross | 213,445 | 206,819 |
Software [Member] | ||
Property, plant and equipment [Abstract] | ||
Property, plant and equipment, gross | 52,343 | 50,829 |
Construction-In-Progress [Member] | ||
Property, plant and equipment [Abstract] | ||
Property, plant and equipment, gross | $ 124,832 | $ 100,088 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Intangible assets [Abstract] | ||||
Amortization | $ 3.9 | $ 1.6 | $ 7.8 | $ 3.1 |
Weighted average amortization period | 8 years 3 months 18 days |
Equity (Details)
Equity (Details) - 2006 Plan [Member] shares in Millions | May 24, 2018shares | Jun. 30, 2018Installmentshares |
Stock issued or granted during period [Abstract] | ||
Number of installments | Installment | 3 | |
Increase in number of shares issuable under the plan (in shares) | 3 | |
Total number of shares issuable under the plan (in shares) | 21.9 | |
Extended plan term date | May 23, 2028 | |
Stock Options [Member] | ||
Stock issued or granted during period [Abstract] | ||
Stock options granted (in shares) | 0.4 | |
Restricted Stock Units [Member] | ||
Stock issued or granted during period [Abstract] | ||
Restricted stock units granted (in shares) | 0.4 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Income taxes [Abstract] | |||
Effective annual tax rate | 25.00% | 31.00% | |
Federal corporate tax rate | 21.00% | 35.00% | |
Discrete tax benefit associated with equity activity | $ 3.2 | $ 1.1 |
Purchase commitments (Details)
Purchase commitments (Details) $ in Millions | Jun. 30, 2018USD ($) |
Purchase commitments [Abstract] | |
Total purchase commitment to Norwood Laboratories Inc. | $ 12 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Numerator [Abstract] | |||||
Net Income | $ 50,144 | $ 4,616 | $ 45,236 | $ 15,101 | |
Interest expense, net of tax | 0 | 835 | 0 | 1,742 | |
Amortization of debt issuance costs, net of tax | 0 | 195 | 0 | 391 | |
Net income, adjusted | $ 50,144 | $ 5,646 | $ 45,236 | $ 17,234 | |
Denominator [Abstract] | |||||
Weighted-average number of shares-basic (in shares) | 49,896,124 | 41,013,764 | 49,738,980 | 40,871,540 | |
Dilutive securities-equity awards (in shares) | 1,266,785 | 968,354 | 1,300,215 | 931,263 | |
Dilutive securities-convertible debt (in shares) | 0 | 8,096,476 | 0 | 8,096,488 | |
Weighted-average number of shares-diluted (in shares) | 51,162,909 | 50,078,594 | 51,039,195 | 49,899,291 | |
Net income per share-basic (in dollars per share) | $ 1 | $ 0.11 | $ 0.91 | $ 0.37 | |
Net income per share-diluted (in dollars per share) | [1] | $ 0.98 | $ 0.11 | $ 0.89 | $ 0.35 |
Stock Options [Member] | |||||
Antidilutive shares excluded from computation of earnings per share [Abstract] | |||||
Antidilutive shares excluded from calculation (in shares) | 400,000 | 400,000 | |||
Convertible debt [Member] | |||||
Antidilutive shares excluded from computation of earnings per share [Abstract] | |||||
Interest rate percentage | 2.875% | 2.875% | |||
[1] | See "Earnings per share" footnote for details on calculation. |