Document and Entity Information
Document and Entity Information - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2019 | Apr. 26, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Emergent BioSolutions Inc. | |
Entity Central Index Key | 0001367644 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 51.4 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 137.2 | $ 112.2 |
Restricted cash | 0.2 | 0.2 |
Accounts receivable, net | 121.5 | 262.5 |
Inventories | 211 | 205.8 |
Prepaid expenses and other current assets | 58.6 | 40.1 |
Total current assets | 528.5 | 620.8 |
Property, plant and equipment, net | 513.4 | 510.2 |
Intangible assets, net | 757.1 | 761.6 |
In-process research and development | 41 | 50 |
Goodwill | 267.7 | 259.7 |
Other assets | 46 | 27.1 |
Total assets | 2,153.7 | 2,229.4 |
Current liabilities: | ||
Accounts payable | 78.6 | 80.7 |
Accrued expenses | 49.6 | 30.7 |
Contingent consideration, current portion | 62.7 | 5.6 |
Accrued compensation | 36.9 | 58.2 |
Long-term indebtedness, current portion | 10.1 | 10.1 |
Other current liabilities | 10.5 | 15.1 |
Total current liabilities | 248.4 | 200.4 |
Contingent consideration | 10 | 54.4 |
Long-term indebtedness | 732.4 | 784.5 |
Deferred tax liability | 66.4 | 67.5 |
Deferred revenue, net of current portion | 64.7 | 62.5 |
Other liabilities | 44.3 | 49.2 |
Total liabilities | 1,166.2 | 1,218.5 |
Commitments and contingencies (Notes 8 & 14) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 15.0 shares authorized, no shares issued or outstanding at both 2019 and 2018 | 0 | 0 |
Common stock, $0.001 par value; 200.0 shares authorized, 52.6 shares issued and 51.4 shares outstanding at 2019; 52.4 shares issued and 51.2 shares outstanding at 2018 | 0.1 | 0.1 |
Treasury stock, at cost, 1.2 common shares at both 2019 and 2018 | (39.6) | (39.6) |
Additional paid-in capital | 690.2 | 688.6 |
Accumulated other comprehensive loss | (4.5) | (5.5) |
Retained earnings | 341.3 | 367.3 |
Total stockholders' equity | 987.5 | 1,010.9 |
Total liabilities and stockholders' equity | $ 2,153.7 | $ 2,229.4 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
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) | 52,600,000 | 52,400,000 |
Common stock, shares outstanding (in shares) | 51,400,000 | 51,200,000 |
Treasury stock (in shares) | 1,200,000 | 1,200,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues: | ||
Total revenues | $ 190.6 | $ 117.8 |
Operating expenses: | ||
Cost of product sales and contract manufacturing | 91.8 | 54.3 |
Research and development | 46.1 | 29.1 |
Selling, general and administrative | 65.4 | 40 |
Amortization of intangible assets | 14.5 | 3.9 |
Total operating expenses | 217.8 | 127.3 |
Loss from operations | (27.2) | (9.5) |
Other income (expense): | ||
Interest expense | (9.6) | (0.2) |
Other income (expense), net | (1) | 0.3 |
Total other income (expense), net | (10.6) | 0.1 |
Loss before benefit from income taxes | (37.8) | (9.4) |
Income tax benefit | (11.8) | (4.5) |
Net loss | $ (26) | $ (4.9) |
Net loss per common share | ||
Basic (in dollars per share) | $ (0.51) | $ (0.10) |
Diluted (in dollars per share) | $ (0.51) | $ (0.10) |
Shares used in computing loss per share | ||
Basic (in shares) | 51,224,125 | 49,580,089 |
Diluted (in shares) | 51,224,125 | 49,580,089 |
Product sales, net | ||
Revenues: | ||
Total revenues | $ 153 | $ 75.8 |
Contract manufacturing | ||
Revenues: | ||
Total revenues | 15.9 | 26.1 |
Contracts and grants | ||
Revenues: | ||
Total revenues | $ 21.7 | $ 15.9 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (26) | $ (4.9) |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translations, net of tax | 1.2 | 0.4 |
Unrealized losses on pension benefit obligation | (0.2) | 0 |
Total other comprehensive income, net of tax | 1 | 0.4 |
Comprehensive loss | $ (25) | $ (4.5) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net Loss | $ (26) | $ (4.9) |
Adjustments to reconcile to net cash provided by (used in) operating activities: | ||
Share-based compensation expense | 6.8 | 7.3 |
Depreciation and amortization | 26.6 | 12.3 |
Amortization of deferred financing costs | 0.7 | 0.1 |
Deferred income taxes | (11.4) | (4.5) |
Change in fair value of contingent consideration | 1.7 | 1 |
Other | (0.1) | 0.1 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 141.6 | 21.8 |
Inventories | (5.2) | (12.4) |
Prepaid expenses and other assets | (16.6) | (7.7) |
Accounts payable | 4.2 | 3.6 |
Accrued expenses | 1.7 | 2.2 |
Accrued compensation | (21.3) | (13.4) |
Deferred revenue | 2.1 | (6.5) |
Net cash provided by (used in) operating activities: | 104.8 | (1) |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment and other | (21.4) | (11.6) |
Net cash used in investing activities: | (21.4) | (11.6) |
Cash flows from financing activities: | ||
Proceeds from revolving credit facility | 30 | 0 |
Principal payments on revolving credit facility | (80) | 0 |
Principal payments on term loan facility | (2.8) | 0 |
Issuances of stock under share-based benefit plans | 0.9 | 4.7 |
Taxes paid on behalf of employees for equity activity | (6) | (5.9) |
Contingent consideration payments | (0.5) | (0.8) |
Purchase of treasury stock | 0 | (0.1) |
Net cash used in financing activities: | (58.4) | (2.1) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 25 | (14.7) |
Cash, cash equivalents and restricted cash at beginning of period | 112.4 | 179.3 |
Cash, cash equivalents and restricted cash at end of period | $ 137.4 | $ 164.6 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Millions | Total | $0.001 Par Value Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Retained Earnings |
Balance at Dec. 31, 2017 | $ 912.3 | $ 0.1 | $ 618.3 | $ (39.5) | $ (3.7) | $ 337.1 |
Balance (in shares) at Dec. 31, 2017 | 50,600,000 | 1,200,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Employee equity plans activity (in shares) | 400,000 | |||||
Employee equity plans activity | 6.1 | 6.1 | ||||
Treasury stock | (0.1) | $ (0.1) | ||||
Other comprehensive income | 0.4 | 0.4 | ||||
Net loss | (4.9) | (4.9) | ||||
Balance at Mar. 31, 2018 | 881.3 | $ 0.1 | 624.4 | $ (39.6) | (3.3) | 299.7 |
Balance (in shares) at Mar. 31, 2018 | 51,000,000 | 1,200,000 | ||||
Balance at Dec. 31, 2018 | $ 1,010.9 | $ 0.1 | 688.6 | $ (39.6) | (5.5) | 367.3 |
Balance (in shares) at Dec. 31, 2018 | 52,400,000 | 52,400,000 | 1,200,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Employee equity plans activity (in shares) | 200,000 | |||||
Employee equity plans activity | $ 1.6 | 1.6 | ||||
Other comprehensive income | 1 | 1 | ||||
Net loss | (26) | (26) | ||||
Balance at Mar. 31, 2019 | $ 987.5 | $ 0.1 | $ 690.2 | $ (39.6) | $ (4.5) | $ 341.3 |
Balance (in shares) at Mar. 31, 2019 | 52,600,000 | 52,600,000 | 1,200,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Stockholders' Equity [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Business
Business | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | Business Emergent BioSolutions Inc. is a global life sciences company focused on providing specialty products for civilian and military populations that address accidental, deliberate and naturally occurring PHTs. The Company is focused on innovative preparedness and response products and solutions addressing the following four distinct PHT categories: Chemical, Biological, Radiological, Nuclear and Explosives (CBRNE); emerging infectious diseases (EID); travelers’ diseases; and opioids. The U.S. Government (USG) is the Company's largest customer and provides the Company with substantial funding for the development of a number of the Company's product candidates. The majority of the Company's revenue comes from a product portfolio that includes: • Vaccines and Anti-Infectives - BioThrax® (Anthrax Vaccine Adsorbed), ACAM2000® (Smallpox (Vaccinia) Vaccine, Live), Vaxchora® (Cholera Vaccine, Live, Oral), and Vivotif® (Typhoid Vaccine, Live, Oral Ty21a). • Devices - NARCAN® (naloxone HCl) Nasal Spray for opioid overdose, RSDL® (Reactive Skin Decontamination Lotion Kit), and the Trobigard® (atropine sulfate, obidoxime chloride a nerve agent countermeasure) auto-injector. • Antibody Therapeutics - raxibacumab (Anthrax Monoclonal antibody therapeutic for anthrax), Anthrasil®( Anthrax Immune Globulin Intravenous (Human)), BAT®(Botulism Antitoxin Heptavalent), and VIGIV (Vaccinia Immune Globulin Intravenous (Human) therapeutic) for complications from smallpox vaccinations. The Company also generates revenue from contract development and manufacturing services including 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, as well as manufacturing of vial and pre-filled syringe formats, bulk drug products and finished units of clinical and commercial drugs. We operate as one operating segment. |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation Basis of Presentation 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 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 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 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, 2018 , 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 March 31, 2019 . 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 three months ended March 31, 2019 , 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, 2018 , as filed with the SEC, except for recently adopted accounting standards. Fair Value Measurements 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. The Company has contingent consideration liabilities that are measured at fair value on a recurring basis (Note 8). The Company also records the assets and liabilities of acquitions at fair value (Note 3). As of March 31, 2019 and 2018 , the Company had no other significant assets or liabilities that were measured at fair value on a non-recurring basis. Recently Adopted Accounting Pronouncements Leases In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2016-02 , which increases transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements for both lessees and lessors. The Company adopted the new standard effective January 1, 2019 using the modified retrospective approach. As a result, the Company recorded the transition provisions at the beginning of the period of adoption. Total right of use assets increased $13.4 million , while total operating lease liabilities increased 14.0 million as of January 1, 2019. There was no adjustment to the opening balance of retained earnings as of January 1, 2019. The standard will not materially affect the Company's consolidated net earnings. The Company continues to apply the legacy guidance from the old lease accounting standard, including its disclosure requirements, in the comparative periods presented. The Company did not reassess existing contracts for lease classification or the classification of existing leases or associated costs. The Company will not reflect leases with an initial term of 12 months or less as a right of use asset or liability, but it will recognize those lease payments in the consolidated statements of operations on a straight-line basis over the lease term. In addition, the Company will account for non-lease components of the arrangement separate from lease components. SEC Simplification In August 2018, the SEC issued Final Rule Release No. 33-10532, Disclosure Update and Simplification , which makes a number of changes meant to simplify interim disclosures. The new rule requires a presentation of changes in stockholders’ equity and noncontrolling interest in the form of a reconciliation, for the current and comparative year-to-date interim periods. The Company adopted the new disclosure requirements in its Form 10-Q for the period ended March 31, 2019 and included these disclosures in the condensed consolidated statements of changes in stockholders equity. The additional elements of this release did not have a material impact on the Company's overall condensed Consolidated Financial Statements. Tax Effects from Accumulated Other Comprehensive Income In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (ASU 2018-02). ASU 2018-02 provides the option to reclassify certain income tax effects related to the Tax Cuts and Jobs Act passed in December of 2017 between accumulated other comprehensive income and retained earnings and also requires additional disclosures. ASU 2018-02 is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. There was no impact for the adoption of ASU 2018-02 on the Company's condensed consolidated financial statements. New Accounting Pronouncements Financial Instruments - Credit Losses In June 2016, the FASB issued ASU 2016-13. ASU 2016-13 provides guidance on measurement of credit losses on financial instruments that changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, held-to-maturity debt securities and loans, and that requires entities to use a new, forward-looking “expected loss” model that is expected to result in the earlier recognition of allowances for losses. The guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those years, but early adoption is permitted. The Company is currently evaluating the effect that the pronouncement will have on the Company's consolidated financial statements. Goodwill In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04). ASU 2017-04 simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. ASU 2017-04 is effective for annual and interim goodwill tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates on or after January 1, 2017. The Company is currently evaluating the impact that the adoption of this standard will have on its condensed consolidated financial statements. Fair Value Measurements In August 2018 the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . This new standard modifies certain disclosure requirements on fair value measurements. This new standard will be effective for the Company on January 1, 2020. The Company does not expect that the adoption of this new standard will have a material impact on the Company's disclosures. Compensation - Retirement Benefits - Defined Benefit Plans In August 2018, the FASB issued ASU 2018-14. ASU 2018-14 modifies the disclosure requirements for defined benefit pension plans and other postretirement plans. ASU 2018-14 is effective for all entities for fiscal years ending after December 15, 2020, and earlier adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2018-14 on its consolidated financial statements. There are no other recently issued accounting pronouncements that are expected to have a material impact on the Company's financial position, results of operations or cash flows. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Adapt On October 15, 2018, the Company acquired Adapt, a company focused on developing new treatment options and commercializing products addressing opioid overdose and addiction. Adapt's NARCAN® (naloxone HCl) Nasal Spray marketed product is the first needle-free formulation of naloxone approved by the FDA and Health Canada for the emergency treatment of known or suspected opioid overdose as manifested by respiratory and/or central nervous system depression. This acquisition includes approximately 50 employees, located in the U.S., Canada, and Ireland, including those responsible for supply chain management, research and development, government affairs, and commercial operations. The products and product candidates within Adapt's portfolio are consistent with the Company's mission and expands the Company's core business of addressing public health threats . Under the acquisition method of accounting, the assets and liabilities of Adapt have been recorded as of October 15, 2018, the acquisition date, at their respective fair values, and combined with those of the Company. As the Company continues to finalize the fair value of assets acquired and liabilities assumed, purchase price adjustments have been recorded and additional purchase price adjustments may be recorded during the measurement period. The Company reflects measurement period adjustments in the period in which the adjustments occur. The adjustments for the three months ended March 31, 2019 resulted from the receipt of additional financial information associated with certain acquired contract assets and the value of associated contingent purchase consideration . These adjustments did not impact the Company's statements of operations. As of March 31, 2019 , certain fair value estimates relating to intangible assets (including acquired in-process research and development (IPR&D)) acquired and income taxes are subject to further adjustment. The total purchase price, revised for adjustments is summarized below: October 15, 2018 Cash $ 581.5 Equity 37.7 Fair value of contingent purchase consideration 48.0 Preliminary purchase consideration 667.2 Adjustments 1.5 Updated purchase consideration $ 668.7 The Company issued 733,309 shares of common stock at $60.44 per share, the closing price of Emergent's common stock on October 15, 2018, with a total value of $44.3 million . The $44.3 million value of the common shares issued has been adjusted to a fair value of $37.7 million considering a discount for lack of marketability due to a two -year lock-up period beginning on October 15, 2018. The remaining contingent consideration payable for the acquisition consists of up to $100 million in cash based on the achievement of certain sales milestones through 2022, which the Company has determined had a fair value of $48.0 million as of March 31, 2019 and for the payment of additional consideration based on the collectibility of identified acquired contract assets. The fair value of the contingent purchase consideration is based on management’s assessment of the potential future realization of the contingent purchase consideration payments. This assessment is based on inputs that have no observable market (Level 3). The obligation is measured using a discounted cash flow model. The table below summarizes the preliminary allocation of the purchase price based upon estimated fair values of assets acquired and liabilities assumed at October 15, 2018 updated for measurement period adjustments recorded through March 31, 2019 . October 15, 2018 Measurement Period Adjustments Updated October 15, 2018 Estimated fair value of tangible assets acquired and liabilities assumed: Cash $ 17.7 $ — $ 17.7 Accounts receivable 21.3 — 21.3 Inventory 41.4 — 41.4 Prepaid expenses and other assets 7.8 3.0 10.8 Accounts payable (32.2 ) — (32.2 ) Accrued expenses and other liabilities (50.4 ) — (50.4 ) Deferred tax liability, net (62.4 ) (0.5 ) (62.9 ) Total estimated fair value of tangible assets acquired and liabilities assumed (56.8 ) 2.5 (54.3 ) Acquired in-process research and development 41.0 — 41.0 Acquired intangible assets 534.0 — 534.0 Goodwill 149.0 (1.0 ) 148.0 Total purchase price $ 667.2 $ 1.5 $ 668.7 The Company determined the estimated fair value of the intangible asset using the income approach. The preliminary estimated fair value of the intangible asset acquired for Adapt's marketed product NARCAN® Nasal Spray is valued at $534.0 million. The Company has determined the useful life of the NARCAN® Nasal Spray intangible asset to be 15 years. The Company estimated the fair value of the NARCAN® Nasal Spray intangible asset using the income approach which is based on the present value of future cash flows with a present value discount rate of 10.5% , which is based on the estimated weighted-average cost of capital for companies with profiles substantially similar to that of Adapt. 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 NARCAN® Nasal Spray intangible asset were based on key assumptions including: estimates of revenues and operating profits, and risks related to the viability of and potential alternative treatments in any future target markets. 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 acquired company's products. The intangible asset associated with the IPR&D acquired from Adapt is related to a product candidate. Management determined that the estimated acquisition-date fair value of intangible assets related to IPR&D was $41.0 million. The estimated fair value was determined using the income approach, which discounts expected future cash flows to present value. The Company estimated the fair value using a present value discount rate of 11.0% , which is based on the estimated weighted-average cost of capital for companies with profiles substantially similar to that of Adapt and IPR&D assets at a similar stage of development as the product candidate. This is comparable to the estimated internal rate of return for the acquisition and represents the rate that market participants would use to value the IPR&D. The projected cash flows for the product candidate were based on key assumptions including: estimates of revenues and operating profits, the stage of development of pipeline programs on the acquisition date; the time and resources needed to complete the development and approval of the product candidate; the life of the potential commercialized product and associated risks, including the inherent difficulties and uncertainties in developing a product candidate, such as obtaining marketing approval from the FDA and other regulatory agencies; and risks related to the viability of and potential for alternative treatments in any future target markets. IPR&D assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts (see Note 7). The Company determined the fair value of inventory using the comparative sales method, which estimates the expected sales price reduced for all costs expected to be incurred to complete/dispose of the inventory with a profit on those costs. The Company has recorded $148.0 million in goodwill related to the Adapt acquisition, which is calculated as the purchase price paid in excess of the fair value of the tangible and intangible assets acquired representing the future economic benefits the Company expects to receive as a result of the acquisition. The goodwill created from the Adapt acquisition is associated with early stage pipeline products. Substantially all of the goodwill generated from the Adapt acquisition is not expected to be deductible for tax purposes due to the legal structure of the transaction. PaxVax On October 4, 2018, the Company completed the acquisition of PaxVax, a company focused on developing, manufacturing, and commercializing specialty vaccines that protect against existing and emerging infectious diseases. This acquisition includes Vivotif® (Typhoid Vaccine Live Oral Ty21a), the only oral vaccine licensed by the FDA for the prevention of typhoid fever, Vaxchora® (Cholera Vaccine, Live, Oral), the only FDA-licensed vaccine for the prevention of cholera, and clinical-stage vaccine candidates targeting chikungunya and other emerging infectious diseases, European-based current good manufacturing practices (cGMP) biologics manufacturing facilities, and approximately 250 employees including those in research and development, manufacturing, and commercial operations with a specialty vaccines salesforce in the U.S. and in select European countries. The products and product candidates within PaxVax's portfolio are consistent with the Company’s mission and will expand the Company’s core business of addressing PHTs. In addition, the acquisition expands the Company's manufacturing infrastructure and related capabilities. The Company paid cash consideration of $273.1 million for PaxVax. As of the date of this filing, the accounting for the PaxVax acquisition is preliminary due to the Company's need to gather data to assess the fair value of property, plant and equipment, intangible assets and accounting for taxes. The table below summarizes the preliminary allocation of the purchase price based upon estimated fair values of assets acquired and liabilities assumed at October 4, 2018 updated for measurement period adjustments recorded through March 31, 2019 . October 4, 2018 Measurement Period Adjustments Updated October 4, 2018 Estimated fair value of tangible assets acquired and liabilities assumed: Cash $ 9.0 $ — $ 9.0 Accounts receivable 4.1 — 4.1 Inventory 19.7 — 19.7 Prepaid expenses and other assets 12.2 — 12.2 Property, plant and equipment 57.8 — 57.8 Deferred tax assets 3.8 — 3.8 Accounts payable (3.5 ) — (3.5 ) Accrued expenses and other liabilities (33.6 ) — (33.6 ) Total estimated fair value of tangible assets acquired and liabilities assumed 69.5 — 69.5 Acquired in-process research and development 9.0 (9.0 ) — Acquired intangible assets 133.0 — 133.0 Goodwill 61.6 9.0 70.6 Total purchase price $ 273.1 $ — $ 273.1 The preliminary estimated fair value of the intangible assets acquired for PaxVax's marketed products is a total of $133.0 million. The Company determined the estimated fair value of the intangible assets 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 acquired Company's products. The Company has determined that the weighted average useful lives of the intangible assets to be 19 years. The Company estimated the fair value of the Vivotif and Vaxchora intangible assets using a present value discount rate of 14.5% and 15.0% , respectively, which is based on the estimated weighted-average cost of capital for companies with profiles substantially similar to that of PaxVax. 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 these intangible assets were based on key assumptions, including: estimates of revenues and operating profits, and risks related to the viability of and potential alternative treatments in any future target markets. The intangible asset associated with the IPR&D acquired from PaxVax is related to a product candidate. The Company has adjusted the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. The Company estimates the fair value based on the income approach. The Company determined the fair value of the inventory using the comparative sales method, which estimates the expected sales price reduced for all costs expected to be incurred to complete/dispose of the inventory with a profit on those costs. The Company determined the fair value of the property, plant and equipment utilizing both the cost approach and the sales comparison approach. The cost approach is determined by establishing replacement cost of the asset and then subtracting any value that has been lost due to economic obsolescence, functional obsolescence, or physical deterioration. The sales comparison approach determines an asset is equal to the market price of an asset of comparable features such as design, location, size, construction, materials, use, capacity, specification, operational characteristics and other features or descriptions. The Company recorded approximately $70.6 million in goodwill related to the PaxVax acquisition, calculated as the purchase price paid in the acquisition that was in excess of the fair value of the tangible and intangible assets acquired representing the future economic benefits the Company expects to receive as a result of the acquisition. The goodwill created from the PaxVax acquisition is associated with early stage pipeline products along with potential contract manufacturing services. The majority of the goodwill generated from the PaxVax acquisition is expected to be deductible for tax purposes based upon the structure used in the acquisition. Impact of Business Acquisitions The operations of each of the two business acquisitions discussed above were included in the consolidated financial statements as of each of their respective acquisition dates. The following table presents their revenue and earnings as reported within the consolidated financial statements. March 31, 2019 Revenue $ 74.9 Operating loss (3.8 ) |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The components of inventory are as follows: March 31, 2019 December 31, 2018 Raw materials and supplies $ 57.3 $ 51.8 Work-in-process 112.7 103.2 Finished goods 41.0 50.8 Total inventories $ 211.0 $ 205.8 |
Property, plant and equipment
Property, plant and equipment | 3 Months Ended |
Mar. 31, 2019 | |
Property Plant and Equipment Income Statement Disclosures [Abstract] | |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment consisted of the following: March 31, 2019 December 31, 2018 Land and improvements $ 44.3 $ 44.6 Buildings, building improvements and leasehold improvements 223.4 216.2 Furniture and equipment 316.8 293.9 Software 55.5 55.2 Construction-in-progress 57.2 71.8 Property, plant and equipment, gross 697.2 681.7 Less: Accumulated depreciation and amortization (183.8 ) (171.5 ) Total property, plant and equipment, net $ 513.4 $ 510.2 In the table presented above, construction-in-progress includes costs related to construction and equipment purchases. |
Lease liabilities
Lease liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases Liabilities | Lease liabilities The Company has operating leases for corporate offices, research and development facilities and manufacturing facilities. We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU) reflected as a component of other current liabilities and other liabilities in our condensed consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses an implicit rate when readily determinable. At the beginning of a lease, the operating lease ROU asset also includes any concentrated lease payments expected to be paid and excludes lease incentives. The Company's lease ROU asset may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for separately. The Company's leases have remaining lease terms of 1 year to 15 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases within 1 year. The components of lease expense were as follows: March 31, 2019 Operating lease cost: Amortization of right-of-use assets $ 0.6 Interest on lease liabilities 0.1 Total operating lease cost $ 0.7 Supplemental balance sheet information related to leases was as follows: (In millions, except lease term and discount rate) March 31, 2019 Operating lease right-of-use assets $ 12.9 Other current liabilities 2.0 Operating lease liabilities 11.6 Total operating lease liabilities $ 13.6 Operating leases: Weighted Average Remaining Lease Term 9.3 Weighted Average Discount Rate 4.27 % |
Intangible assets
Intangible assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Intangible assets The Company's intangible as sets consist of CBRNE, travelers' and opioid products acquired via business combinations or asset acquisitions. The following table summarizes the carrying amount of the Company's intangible assets and goodwill, net of accumulated amortization: March 31, 2019 Estimated Life (years) Cost Measurement Period Adjustment Additions Gross Total Accumulated Amortization Net Intangible assets, net 5-22 $ 818.4 — $ 10.0 $ 828.4 $ (71.3 ) $ 757.1 IPR&D indefinite 50.0 (9.0 ) — 41.0 — 41.0 Goodwill indefinite 259.7 8.0 — 267.7 — 267.7 December 31, 2018 Estimated Life (years) Cost Measurement Period Adjustment Additions Gross Total Accumulated Amortization Net Intangible assets, net 5-22 $ 151.4 — 667.0 $ 818.4 $ (56.8 ) $ 761.6 IPR&D indefinite 50.0 — — 50.0 — 50.0 Goodwill indefinite 49.1 — 210.6 259.7 — 259.7 During the three months ended March 31, 2019 and 2018 , the Company recorded amortization expense for intangible assets of $ 14.5 million and $3.9 million , respectively. As of March 31, 2019 , the weighted average amortization period remaining for intangible assets was 14.3 years. |
Contingent consideration
Contingent consideration | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Contingent consideration | Contingent consideration Contingent consideration liabilities associated with business combinations are fair value measurement items. These liabilities represent an obligation of the Company to transfer additional assets to the selling shareholders if future events occur or conditions are met. These liabilities 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 and achieving regulatory milestones, which are inputs that have no observable market (Level 3). The Company also has contingent consideration associated with its asset acquisitions. These liabilities are accrued when milestones have been achieved. The following table is a reconciliation of the beginning and ending balance of contingent considerations and is based on level 3 significant unobservable inputs for the three months ended March 31, 2019 . Balance at December 31, 2018 $ 60.0 Milestone achievement - asset acquisition 10.0 Measurement period adjustment 1.5 Change in fair value 1.7 Settlements (0.5 ) Balance at March 31, 2019 $ 72.7 During the three months ended March 31, 2019, a contingent milestone was achieved related to the Company's acquisition of raxibacumab in October 2017. The acquisition of raxibacumab was accounted for as an asset acquisition and therefore the achievement of the $ 10.0 million milestone resulted in an increase to the contingent consideration liability with a corresponding increase in intangible assets. |
Revenue recognition
Revenue recognition | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognition | Revenue recognition The Company operates as one operating segment. Therefore, results of its operations are reported on a consolidated basis for purposes of segment reporting, consistent with internal management reporting. The Company's revenues disaggregated by the major sources were as follows: Three Months Ended March 31, 2019 Three Months Ended March 31, 2018 U.S Government Non-U.S. Government Total U.S Government Non-U.S. Government Total Product sales $ 73.3 $ 79.7 $ 153.0 $ 66.0 $ 9.8 $ 75.8 Contract manufacturing — 15.9 15.9 — 26.1 26.1 Contracts and grants 20.4 1.3 21.7 14.8 1.1 15.9 Total revenues $ 93.7 $ 96.9 $ 190.6 $ 80.8 $ 37.0 $ 117.8 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 is reflected as deferred revenue on the consolidated balance sheets and is deferred until control of these performance obligations is transferred to the customer. The following table presents the rollforward of deferred revenue contract liability balances: December 31, 2018 $ 73.1 Deferral of revenue 4.9 Revenue recognized (2.8 ) March 31, 2019 $ 75.2 Transaction price allocated to remaining performance obligations As of March 31, 2019 , the Company had expected future revenues associated with performance obligations that have not been satisfied of approximately $ 510.8 million. The Company expects to recognize a majority of these revenues within the next 24 months, with the remainder recognized thereafter. However, the amount and timing of revenue recognition for unsatisfied performance obligations can materially change due to timing of funding appropriations from the USG and the overall success of the Company's development activities associated with its PHT product candidates that are then receiving development funding support from the government under development contracts. In addition, the amount of future revenues associated with unsatisfied performance obligations excludes the value associated with unexercised option periods in the Company's contracts (which are not performance obligations as of March 31, 2019 ). Contract assets The Company considers unbilled accounts receivables and deferred costs associated with revenue generating contracts, which are not included in inventory or property, plant and equipment, as contract assets. As of March 31, 2019 and December 31, 2018 , the Company had contract assets associated with deferred costs of $ 1.3 million and $ 1.2 million, respectively, which is included in prepaid expenses and other current assets on the Company's consolidated balance sheets. Accounts receivable Accounts receivable including unbilled accounts receivable contract assets consist of the following: March 31, 2019 December 31, 2018 Billed, net $ 89.6 $ 234.0 Unbilled 31.9 28.5 Total, net $ 121.5 $ 262.5 As of March 31, 2019 and December 31, 2018 , allowance for doubtful accounts were de minimis. |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes The estimated effective annual tax rate for the Company, which excludes discrete adjustments, was 27% and 26% for the three months ended March 31, 2019 and 2018 , respectively. The increase in the estimated effective annual tax rate is primarily due to the impact of the acquisitions of Adapt and PaxVax on state taxes and changes in fair value of the Apapt contingent consideration which is non-deductible. For the three months ended March 31, 2019 and 2018 , the Company recorded a discrete tax benefit of $ 1.8 million and $ 2.3 million, respectively, primarily associated with equity awards activity during the quarters. |
Earnings per share
Earnings per share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings per share | Earnings per share The following table presents the calculation of basic and diluted net income per share: (in millions, except share and per share data) Three Months Ended March 31, 2019 2018 Numerator: Net loss $ (26.0 ) $ (4.9 ) Denominator: Weighted-average number of shares—basic 51.2 49.6 Dilutive securities—equity awards — — Weighted-average number of shares—diluted 51.2 49.6 Net loss per share - basic $ (0.51 ) $ (0.10 ) Net loss per share - diluted $ (0.51 ) $ (0.10 ) For the three months ended March 31, 2019 and 2018 , basic earnings per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. For the three months ended March 31, 2019 and 2018 , diluted earnings per share is computed using the treasury method by dividing net loss by the weighted average number of shares of common stock outstanding during the period, adjusted for the potential dilutive effect of other securities if such securities were converted or exercised and are not anti-dilutive. No adjustment for the potential dilutive effect of dilutive securities is reported as the effect would have been anti-dilutive for the three months ended March 31, 2019 and 2018 due to the Company's net loss. For the three months ended March 31, 2019 and 2018 , approximately 3.1 million and 3.2 million , respectively, of equity awards were excluded from the calculation of diluted earnings per share. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Equity | Equity During the three months ended March 31, 2019 , the Company granted stock options to purchase 0.3 million shares of common stock and 0.3 million restricted stock units under the Emergent BioSolutions Inc. 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. |
Defined benefit plan
Defined benefit plan | 3 Months Ended |
Mar. 31, 2019 | |
Retirement Benefits [Abstract] | |
Defined benefit plan | Defined benefit plan The Company sponsors a defined benefit pension plan covering eligible employees in Switzerland (the Swiss Plan). Under the Swiss Plan, the Company and certain of its employees with annual earnings in excess of government determined amounts are required to make contributions into a fund managed by an independent investment fiduciary. Employer contributions must be in an amount at least equal to the employee’s contribution. The Swiss Plan assets are comprised of an insurance contract that has a fair value consistent with its contract value based on the practicability exception using level 3 inputs. The entire liability is listed as non-current, because plan assets are greater than the expected benefit payments over the next year. The Company recognized pension expense related to the Swiss Plan of $ $0.3 million , reflected as a component of selling, general and administrative for the three months ended March 31, 2019 . The measurement date used for the Swiss Plan is December 31, annually. The expense components of the Swiss Plan consisted of the following: Three Months Ended March 31, 2019 Net service cost $ 0.3 Expected return on plan assets, net of expenses (0.1 ) Total $ 0.2 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies ANDA Litigation - Perrigo 4mg On September 14, 2018, Adapt Pharma Inc., Adapt Pharma Operations Limited and Adapt Pharma Ltd. (collectively, Adapt Pharma), and Opiant Pharmaceuticals, Inc. (Opiant), received notice from Perrigo UK FINCO Limited Partnership (Perrigo) that Perrigo had filed an Abbreviated New Drug Application (ANDA) with the FDA, seeking regulatory approval to market a generic version of NARCAN® (naloxone hydrochloride) Nasal Spray 4mg/spray before the expiration of U.S. Patent Nos. 9,211,253 (the ‘253 Patent), 9,468,747 (the ‘747 Patent), 9,561,177 (the ‘177 Patent), 9,629,965 (the ‘965 Patent), and 9,775,838 (the ‘838 Patent). On or about October 25, 2018, Perrigo sent a subsequent notice letter relating to U.S. Patent No. 10,085,937 (the ‘937 Patent). Perrigo’s notice letters assert that its generic product will not infringe any valid and enforceable claim of these patents. On October 25, 2018, Emergent BioSolutions’ Adapt Pharma subsidiaries and Opiant (collectively, Plaintiffs), filed a complaint for patent infringement of the ‘253, ‘747, ‘177, ‘965, and the ‘838 Patents against Perrigo in the United States District Court for the District of New Jersey arising from Perrigo’s ANDA filing with the FDA. Plaintiffs filed a second complaint against Perrigo on December 7, 2018, for the infringement of the ‘937 Patent. As a result of timely filing the first lawsuit in accordance with the Hatch-Waxman Act, a 30-month stay of approval will be imposed by the FDA on Perrigo’s ANDA, which is expected to remain in effect until March 2021 absent an earlier judgment, unfavorable to the Plaintiffs, by the Court. ANDA Litigation - Teva 2mg On or about February 27, 2018, Adapt Pharma Inc. and Adapt Pharma Operations Limited and Opiant received notice from Teva Pharmaceuticals Industries Ltd. and Teva Pharmaceuticals USA, Inc. (collectively Teva), that Teva had filed an ANDA with the FDA seeking regulatory approval to market a generic version of NARCAN® (naloxone hydrochloride) Nasal Spray 2 mg/spray before the expiration of U.S. Patent No. 9,480,644 (the ‘644 Patent), and U.S. Patent No. 9,707,226 (the '226 Patent). Teva's notice letter asserts that the commercial manufacture, use or sale of its generic drug product described in its ANDA will not infringe the '644 Patent or the '226 Patent, or that the '644 Patent and '226 Patent are invalid or unenforceable. Adapt Pharma Inc. and Adapt Pharma Operations Limited and Opiant filed a complaint for patent infringement against Teva in the United States District Court for the District of New Jersey. ANDA Litigation - Teva 4mg On or about September 13, 2016, Adapt Pharma Inc. and Adapt Pharma Operations Limited and Opiant received notice from Teva that Teva had filed an ANDA with the FDA seeking regulatory approval to market a generic version of NARCAN® (naloxone hydrochloride) Nasal Spray 4 mg/spray before the expiration of the '253 Patent. Adapt Pharma Inc. and Adapt Pharma Operations Limited and Opiant received additional notices from Teva relating to the '747, the '177, the '965, the '838, and the ‘937 Patents. Teva's notice letters assert that the commercial manufacture, use or sale of its generic drug product described in its ANDA will not infringe the '253, the '747, the '177, the '965, the '838, or the ‘937 Patent, or that the '253, the '747, the '177, the '965, the '838, and the ‘937 Patents are invalid or unenforceable. Adapt Pharma Inc. and Adapt Pharma Operations Limited and Opiant filed a complaint for patent infringement against Teva in the United States District Court for the District of New Jersey with respect to the '253 Patent. Adapt Pharma Inc. and Adapt Pharma Operations Limited and Opiant also filed complaints for patent infringement against Teva in the United States District Court for the District of New Jersey with respect to the '747, the '177, the '965, and the '838 Patents. All five proceedings have been consolidated. As of the date of this filing, Adapt Pharma Inc., Adapt Pharma Operations Limited, and Opiant, have not filed a complaint related to the ‘937 Patent. In the complaints described in the paragraphs above, the Plaintiffs seek, among other relief, orders that the effective date of FDA approvals of the Teva ANDA products and the Perrigo ANDA product be a date not earlier than the expiration of the patents listed for each product, equitable relief enjoining Teva and Perrigo from making, using, offering to sell, selling, or importing the products that are the subject of Teva and Perrigo’s respective ANDAs, until after the expiration of the patents listed for each product, and monetary relief or other relief as deemed just and proper by the court. Shareholder Class Action Lawsuit filed July 19, 2016 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 Exchange Act against the Company and certain of its senior officers and directors (collectively, the Defendants). The complaint alleged, among other things, that the Defendants made materially false and misleading statements about the government’s demand for BioThrax and expectations that the Company’s five-year exclusive procurement contract with the U.S. Department of Health and Human Services (HHS) would be renewed, and omitted certain material facts. Sponn sought 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 Robbins Geller Rudman & Dowd LLP as Lead Counsel. On December 27, 2016, the Plaintiffs filed an amended complaint that cited the same class period, named the same defendants and made similar allegations to the original complaint. The Defendants filed a Motion to Dismiss on February 27, 2017. The Plaintiffs filed an opposition brief on April 28, 2017. The Defendants’ Motion to Dismiss was heard and denied on July 6, 2017. The Defendants filed an answer on July 28, 2017. The parties then engaged in the discovery process. The Plaintiffs filed an amended motion for class certification and appointment of Lead Plaintiffs, Sponn, and Geoffrey L. Flagstad (Flagstad) as Class Representatives on December 20, 2017. A hearing on that motion was heard on May 2, 2018. On June 8, 2018 the Court granted class certification with a shortened class period, from May 5, 2016 to June 21, 2016. In that same order, the court appointed Flagstad as Class Representative and Robbins Geller Rudman & Dowd LLP as Class Counsel. The Defendants have denied, and continue to deny, any and all allegations of fault, liability, wrongdoing, or damages. However, recognizing the risk, time, and expense of litigating any case to trial, on August 27, 2018, the Defendants reached an agreement in principle with Plaintiffs to settle all of the related claims of any individual plaintiff that purchased or acquired Company stock from January 11, 2016 to June 21, 2016, for $ 6.5 million, an amount that was paid by the Company’s insurance carrier. The settlement required no payment by any of the Defendants. The Defendants continue to deny any and all liability. The parties executed the settlement agreement on October 16, 2018 and filed the agreement with the court on October 17, 2018. The court granted preliminary approval of the settlement on October 18, 2018, issued an amended preliminary approval of the settlement on October 25, 2018, and scheduled a hearing regarding final approval for January 22, 2019. At the time of the final approval hearing on January 22, 2019, there were no objections to the settlement, but there were two shareholders who had submitted opt-outs so that they could be excluded from the settlement. On January 25, 2019, the court issued an order and final judgment approving the settlement. The time to file a notice of appeal has passed. Defendants continue to believe that the allegations in the complaint are without merit. |
Supplemental Information
Supplemental Information | 3 Months Ended |
Mar. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Information | Supplemental Information The following table provides a reconciliation of cash, cash equivalents and restricted cash: March 31, 2019 December 31, 2018 Cash and cash equivalents $ 137.2 $ 112.2 Restricted cash 0.2 0.2 Total cash, cash equivalents and restricted cash $ 137.4 $ 112.4 |
Basis of Presentation and Pri_2
Basis of Presentation and Principles of Consolidation (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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 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 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 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, 2018 , 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 March 31, 2019 . Interim results are not necessarily indicative of results that may be expected for any other interim period or for an entire year. |
Recently Adopted and New Accounting Pronouncements | Recently Adopted Accounting Pronouncements Leases In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2016-02 , which increases transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements for both lessees and lessors. The Company adopted the new standard effective January 1, 2019 using the modified retrospective approach. As a result, the Company recorded the transition provisions at the beginning of the period of adoption. Total right of use assets increased $13.4 million , while total operating lease liabilities increased 14.0 million as of January 1, 2019. There was no adjustment to the opening balance of retained earnings as of January 1, 2019. The standard will not materially affect the Company's consolidated net earnings. The Company continues to apply the legacy guidance from the old lease accounting standard, including its disclosure requirements, in the comparative periods presented. The Company did not reassess existing contracts for lease classification or the classification of existing leases or associated costs. The Company will not reflect leases with an initial term of 12 months or less as a right of use asset or liability, but it will recognize those lease payments in the consolidated statements of operations on a straight-line basis over the lease term. In addition, the Company will account for non-lease components of the arrangement separate from lease components. SEC Simplification In August 2018, the SEC issued Final Rule Release No. 33-10532, Disclosure Update and Simplification , which makes a number of changes meant to simplify interim disclosures. The new rule requires a presentation of changes in stockholders’ equity and noncontrolling interest in the form of a reconciliation, for the current and comparative year-to-date interim periods. The Company adopted the new disclosure requirements in its Form 10-Q for the period ended March 31, 2019 and included these disclosures in the condensed consolidated statements of changes in stockholders equity. The additional elements of this release did not have a material impact on the Company's overall condensed Consolidated Financial Statements. Tax Effects from Accumulated Other Comprehensive Income In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (ASU 2018-02). ASU 2018-02 provides the option to reclassify certain income tax effects related to the Tax Cuts and Jobs Act passed in December of 2017 between accumulated other comprehensive income and retained earnings and also requires additional disclosures. ASU 2018-02 is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. There was no impact for the adoption of ASU 2018-02 on the Company's condensed consolidated financial statements. New Accounting Pronouncements Financial Instruments - Credit Losses In June 2016, the FASB issued ASU 2016-13. ASU 2016-13 provides guidance on measurement of credit losses on financial instruments that changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, held-to-maturity debt securities and loans, and that requires entities to use a new, forward-looking “expected loss” model that is expected to result in the earlier recognition of allowances for losses. The guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those years, but early adoption is permitted. The Company is currently evaluating the effect that the pronouncement will have on the Company's consolidated financial statements. Goodwill In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04). ASU 2017-04 simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. ASU 2017-04 is effective for annual and interim goodwill tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates on or after January 1, 2017. The Company is currently evaluating the impact that the adoption of this standard will have on its condensed consolidated financial statements. Fair Value Measurements In August 2018 the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . This new standard modifies certain disclosure requirements on fair value measurements. This new standard will be effective for the Company on January 1, 2020. The Company does not expect that the adoption of this new standard will have a material impact on the Company's disclosures. Compensation - Retirement Benefits - Defined Benefit Plans In August 2018, the FASB issued ASU 2018-14. ASU 2018-14 modifies the disclosure requirements for defined benefit pension plans and other postretirement plans. ASU 2018-14 is effective for all entities for fiscal years ending after December 15, 2020, and earlier adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2018-14 on its consolidated financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Total purchase price | The total purchase price, revised for adjustments is summarized below: October 15, 2018 Cash $ 581.5 Equity 37.7 Fair value of contingent purchase consideration 48.0 Preliminary purchase consideration 667.2 Adjustments 1.5 Updated purchase consideration $ 668.7 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The table below summarizes the preliminary allocation of the purchase price based upon estimated fair values of assets acquired and liabilities assumed at October 15, 2018 updated for measurement period adjustments recorded through March 31, 2019 . October 15, 2018 Measurement Period Adjustments Updated October 15, 2018 Estimated fair value of tangible assets acquired and liabilities assumed: Cash $ 17.7 $ — $ 17.7 Accounts receivable 21.3 — 21.3 Inventory 41.4 — 41.4 Prepaid expenses and other assets 7.8 3.0 10.8 Accounts payable (32.2 ) — (32.2 ) Accrued expenses and other liabilities (50.4 ) — (50.4 ) Deferred tax liability, net (62.4 ) (0.5 ) (62.9 ) Total estimated fair value of tangible assets acquired and liabilities assumed (56.8 ) 2.5 (54.3 ) Acquired in-process research and development 41.0 — 41.0 Acquired intangible assets 534.0 — 534.0 Goodwill 149.0 (1.0 ) 148.0 Total purchase price $ 667.2 $ 1.5 $ 668.7 The table below summarizes the preliminary allocation of the purchase price based upon estimated fair values of assets acquired and liabilities assumed at October 4, 2018 updated for measurement period adjustments recorded through March 31, 2019 . October 4, 2018 Measurement Period Adjustments Updated October 4, 2018 Estimated fair value of tangible assets acquired and liabilities assumed: Cash $ 9.0 $ — $ 9.0 Accounts receivable 4.1 — 4.1 Inventory 19.7 — 19.7 Prepaid expenses and other assets 12.2 — 12.2 Property, plant and equipment 57.8 — 57.8 Deferred tax assets 3.8 — 3.8 Accounts payable (3.5 ) — (3.5 ) Accrued expenses and other liabilities (33.6 ) — (33.6 ) Total estimated fair value of tangible assets acquired and liabilities assumed 69.5 — 69.5 Acquired in-process research and development 9.0 (9.0 ) — Acquired intangible assets 133.0 — 133.0 Goodwill 61.6 9.0 70.6 Total purchase price $ 273.1 $ — $ 273.1 |
Impact of Business Acquisitions | The following table presents their revenue and earnings as reported within the consolidated financial statements. March 31, 2019 Revenue $ 74.9 Operating loss (3.8 ) |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | The components of inventory are as follows: March 31, 2019 December 31, 2018 Raw materials and supplies $ 57.3 $ 51.8 Work-in-process 112.7 103.2 Finished goods 41.0 50.8 Total inventories $ 211.0 $ 205.8 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property Plant and Equipment Income Statement Disclosures [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consisted of the following: March 31, 2019 December 31, 2018 Land and improvements $ 44.3 $ 44.6 Buildings, building improvements and leasehold improvements 223.4 216.2 Furniture and equipment 316.8 293.9 Software 55.5 55.2 Construction-in-progress 57.2 71.8 Property, plant and equipment, gross 697.2 681.7 Less: Accumulated depreciation and amortization (183.8 ) (171.5 ) Total property, plant and equipment, net $ 513.4 $ 510.2 |
Lease liabilities (Tables)
Lease liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lease, Cost | The components of lease expense were as follows: March 31, 2019 Operating lease cost: Amortization of right-of-use assets $ 0.6 Interest on lease liabilities 0.1 Total operating lease cost $ 0.7 |
Schedule of Leases Supplemental Balance Sheets | Supplemental balance sheet information related to leases was as follows: (In millions, except lease term and discount rate) March 31, 2019 Operating lease right-of-use assets $ 12.9 Other current liabilities 2.0 Operating lease liabilities 11.6 Total operating lease liabilities $ 13.6 Operating leases: Weighted Average Remaining Lease Term 9.3 Weighted Average Discount Rate 4.27 % |
Intangible assets Intangible as
Intangible assets Intangible assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | The following table summarizes the carrying amount of the Company's intangible assets and goodwill, net of accumulated amortization: March 31, 2019 Estimated Life (years) Cost Measurement Period Adjustment Additions Gross Total Accumulated Amortization Net Intangible assets, net 5-22 $ 818.4 — $ 10.0 $ 828.4 $ (71.3 ) $ 757.1 IPR&D indefinite 50.0 (9.0 ) — 41.0 — 41.0 Goodwill indefinite 259.7 8.0 — 267.7 — 267.7 December 31, 2018 Estimated Life (years) Cost Measurement Period Adjustment Additions Gross Total Accumulated Amortization Net Intangible assets, net 5-22 $ 151.4 — 667.0 $ 818.4 $ (56.8 ) $ 761.6 IPR&D indefinite 50.0 — — 50.0 — 50.0 Goodwill indefinite 49.1 — 210.6 259.7 — 259.7 |
Schedule of Finite-Lived Intangible Assets | The following table summarizes the carrying amount of the Company's intangible assets and goodwill, net of accumulated amortization: March 31, 2019 Estimated Life (years) Cost Measurement Period Adjustment Additions Gross Total Accumulated Amortization Net Intangible assets, net 5-22 $ 818.4 — $ 10.0 $ 828.4 $ (71.3 ) $ 757.1 IPR&D indefinite 50.0 (9.0 ) — 41.0 — 41.0 Goodwill indefinite 259.7 8.0 — 267.7 — 267.7 December 31, 2018 Estimated Life (years) Cost Measurement Period Adjustment Additions Gross Total Accumulated Amortization Net Intangible assets, net 5-22 $ 151.4 — 667.0 $ 818.4 $ (56.8 ) $ 761.6 IPR&D indefinite 50.0 — — 50.0 — 50.0 Goodwill indefinite 49.1 — 210.6 259.7 — 259.7 |
Contingent consideration (Table
Contingent consideration (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Reconciliation of Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) | Balance at December 31, 2018 $ 60.0 Milestone achievement - asset acquisition 10.0 Measurement period adjustment 1.5 Change in fair value 1.7 Settlements (0.5 ) Balance at March 31, 2019 $ 72.7 |
Revenue recognition (Tables)
Revenue recognition (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | he Company's revenues disaggregated by the major sources were as follows: Three Months Ended March 31, 2019 Three Months Ended March 31, 2018 U.S Government Non-U.S. Government Total U.S Government Non-U.S. Government Total Product sales $ 73.3 $ 79.7 $ 153.0 $ 66.0 $ 9.8 $ 75.8 Contract manufacturing — 15.9 15.9 — 26.1 26.1 Contracts and grants 20.4 1.3 21.7 14.8 1.1 15.9 Total revenues $ 93.7 $ 96.9 $ 190.6 $ 80.8 $ 37.0 $ 117.8 |
Rollforward of Contract Liabilities | The following table presents the rollforward of deferred revenue contract liability balances: December 31, 2018 $ 73.1 Deferral of revenue 4.9 Revenue recognized (2.8 ) March 31, 2019 $ 75.2 |
Schedule of Accounts Receivable, Net | Accounts receivable including unbilled accounts receivable contract assets consist of the following: March 31, 2019 December 31, 2018 Billed, net $ 89.6 $ 234.0 Unbilled 31.9 28.5 Total, net $ 121.5 $ 262.5 |
Earnings per share (Tables)
Earnings per share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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: (in millions, except share and per share data) Three Months Ended March 31, 2019 2018 Numerator: Net loss $ (26.0 ) $ (4.9 ) Denominator: Weighted-average number of shares—basic 51.2 49.6 Dilutive securities—equity awards — — Weighted-average number of shares—diluted 51.2 49.6 Net loss per share - basic $ (0.51 ) $ (0.10 ) Net loss per share - diluted $ (0.51 ) $ (0.10 ) |
Defined benefit plan (Tables)
Defined benefit plan (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | The expense components of the Swiss Plan consisted of the following: Three Months Ended March 31, 2019 Net service cost $ 0.3 Expected return on plan assets, net of expenses (0.1 ) Total $ 0.2 |
Supplemental Information (Table
Supplemental Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table provides a reconciliation of cash, cash equivalents and restricted cash: March 31, 2019 December 31, 2018 Cash and cash equivalents $ 137.2 $ 112.2 Restricted cash 0.2 0.2 Total cash, cash equivalents and restricted cash $ 137.4 $ 112.4 |
Business (Details)
Business (Details) | 3 Months Ended |
Mar. 31, 2019segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Basis of Presentation and Pri_3
Basis of Presentation and Principles of Consolidation - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Jan. 01, 2019 | Jan. 01, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect of new accounting principle in period of adoption | $ (32.5) | ||
Operating lease liabilities | $ 13.6 | ||
Operating lease, right-of-use asset | $ 12.9 | ||
ASC 842 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease liabilities | $ 14 | ||
Operating lease, right-of-use asset | $ 13.4 |
Acquisitions - Adapt Narrative
Acquisitions - Adapt Narrative (Details) $ / shares in Units, $ in Millions | Oct. 15, 2018USD ($)employee$ / sharesshares | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | |||
Contingent consideration | $ 10 | $ 54.4 | |
Goodwill | $ 267.7 | $ 259.7 | |
Adapt Pharma | |||
Business Acquisition [Line Items] | |||
Number of employees | employee | 50 | ||
Common stock issued for acquisition (in shares) | shares | 733,309 | ||
Share price (in dollars per share) | $ / shares | $ 60.44 | ||
Consideration transferred, equity interests issued and issuable | $ 44.3 | ||
Lock-up period for adjustment of fair value | 2 years | ||
Equity | $ 37.7 | ||
Fair value of contingent purchase consideration | 48 | ||
Acquired intangible asset | $ 534 | ||
Amortization period of intangible asset | 15 years | ||
Present value, discount rate | 10.50% | ||
Acquired in-process research and development | $ 41 | ||
Goodwill | 148 | ||
Maximum | |||
Business Acquisition [Line Items] | |||
Amortization period of intangible asset | 22 years | 22 years | |
Maximum | Adapt Pharma | |||
Business Acquisition [Line Items] | |||
Contingent consideration | $ 100 | ||
IPR&D | Adapt Pharma | |||
Business Acquisition [Line Items] | |||
Present value, discount rate | 11.00% |
Acquisitions - Adapt Total Purc
Acquisitions - Adapt Total Purchase Price (Details) - USD ($) $ in Millions | Oct. 15, 2018 | Mar. 31, 2019 | Mar. 31, 2019 |
Business Acquisition [Line Items] | |||
Total purchase price, measurements period adjustments | $ 1.5 | ||
Adapt Pharma | |||
Business Acquisition [Line Items] | |||
Cash paid for acquisition | $ 581.5 | ||
Equity | 37.7 | ||
Total purchase price | 668.7 | ||
Total purchase price, measurements period adjustments | $ 1.5 | ||
Adapt Pharma | Previously Reported | |||
Business Acquisition [Line Items] | |||
Total purchase price | $ 667.2 |
Acquisitions - Adapt Preliminar
Acquisitions - Adapt Preliminary Allocation of Purchase Price (Details) - USD ($) $ in Millions | Oct. 15, 2018 | Mar. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Estimated fair value of tangible assets acquired and liabilities assumed: | ||||
Goodwill | $ 267.7 | $ 267.7 | $ 259.7 | |
Total purchase price, measurements period adjustments | $ 1.5 | |||
Adapt Pharma | ||||
Estimated fair value of tangible assets acquired and liabilities assumed: | ||||
Cash | $ 17.7 | |||
Accounts receivable | 21.3 | |||
Inventory | 41.4 | |||
Prepaid expenses and other assets | 10.8 | |||
Prepaid expenses and other assets, measurements period adjustments | 3 | |||
Accounts payable | (32.2) | |||
Accrued expenses and other liabilities | (50.4) | |||
Deferred tax liability, net of current | (62.9) | |||
Deferred tax liability, net, measurement period adjustments | (0.5) | |||
Total fair value of tangible assets acquired and liabilities assumed | (54.3) | |||
Total fair value of tangible assets acquired and liabilities assumed, measurement period adjustments | 2.5 | |||
Acquired in-process research and development | 41 | |||
Acquired intangible asset | 534 | |||
Goodwill | 148 | |||
Goodwill, measurement period adjustments | (1) | |||
Total purchase price | 668.7 | |||
Total purchase price, measurements period adjustments | $ 1.5 | |||
Adapt Pharma | Previously Reported | ||||
Estimated fair value of tangible assets acquired and liabilities assumed: | ||||
Cash | 17.7 | |||
Accounts receivable | 21.3 | |||
Inventory | 41.4 | |||
Prepaid expenses and other assets | 7.8 | |||
Accounts payable | (32.2) | |||
Accrued expenses and other liabilities | (50.4) | |||
Deferred tax liability, net of current | (62.4) | |||
Total fair value of tangible assets acquired and liabilities assumed | (56.8) | |||
Acquired in-process research and development | 41 | |||
Acquired intangible asset | 534 | |||
Goodwill | 149 | |||
Total purchase price | $ 667.2 |
Acquisitions - PaxVax Prelimina
Acquisitions - PaxVax Preliminary Allocation of Purchase Price (Details) - USD ($) $ in Millions | Oct. 04, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Estimated fair value of tangible assets acquired and liabilities assumed: | |||
Goodwill | $ 267.7 | $ 259.7 | |
PaxVax | |||
Estimated fair value of tangible assets acquired and liabilities assumed: | |||
Cash | $ 9 | ||
Accounts receivable | 4.1 | ||
Inventory | 19.7 | ||
Prepaid expenses and other assets | 12.2 | ||
Property, plant and equipment | 57.8 | ||
Deferred tax assets | 3.8 | ||
Accounts payable | (3.5) | ||
Accrued expenses and other liabilities | (33.6) | ||
Total fair value of tangible assets acquired and liabilities assumed | 69.5 | ||
Acquired in-process research and development | 0 | ||
Acquired in-process research and development, measurement period adjustment | (9) | ||
Acquired intangible assets | 133 | ||
Goodwill | 70.6 | ||
Goodwill, measurement period adjustments | $ 9 | ||
Total purchase price | 273.1 | ||
PaxVax | Previously Reported | |||
Estimated fair value of tangible assets acquired and liabilities assumed: | |||
Cash | 9 | ||
Accounts receivable | 4.1 | ||
Inventory | 19.7 | ||
Prepaid expenses and other assets | 12.2 | ||
Property, plant and equipment | 57.8 | ||
Deferred tax assets | 3.8 | ||
Accounts payable | (3.5) | ||
Accrued expenses and other liabilities | (33.6) | ||
Acquired in-process research and development | 9 | ||
Acquired intangible assets | 133 | ||
Goodwill | 61.6 | ||
Total purchase price | $ 273.1 |
Acquisitions - PaxVax Narrative
Acquisitions - PaxVax Narrative (Details) $ in Millions | Oct. 04, 2018USD ($)employee | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | |||
Weighted average amortization period | 14 years 3 months 18 days | ||
Goodwill | $ 267.7 | $ 259.7 | |
PaxVax | |||
Business Acquisition [Line Items] | |||
Number of employees | employee | 250 | ||
Total purchase price | $ 273.1 | ||
Acquired intangible asset | $ 133 | ||
Weighted average amortization period | 19 years | ||
Acquired in-process research and development | $ 0 | ||
Goodwill | $ 70.6 | ||
Vivotif | PaxVax | |||
Business Acquisition [Line Items] | |||
Present value, discount rate | 14.50% | ||
Vaxchora | PaxVax | |||
Business Acquisition [Line Items] | |||
Present value, discount rate | 15.00% |
Acquisitions - Impact of Busine
Acquisitions - Impact of Business Acquisitions (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019USD ($)acquisition | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | |||
Number of business acquisitions | acquisition | 2 | ||
Impact of Business Acquisitions [Abstract] | |||
Revenues | $ 190.6 | $ 117.8 | $ 117.8 |
Operating income (loss) | (27.2) | $ (9.5) | |
Adapt And PaxVax | |||
Impact of Business Acquisitions [Abstract] | |||
Revenues | 74.9 | ||
Operating income (loss) | $ (3.8) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 57.3 | $ 51.8 |
Work-in-process | 112.7 | 103.2 |
Finished goods | 41 | 50.8 |
Total inventories | $ 211 | $ 205.8 |
Property, plant and equipment_2
Property, plant and equipment (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Property, plant and equipment [Abstract] | ||
Property, plant and equipment, gross | $ 697.2 | $ 681.7 |
Less: Accumulated depreciation and amortization | (183.8) | (171.5) |
Total property, plant and equipment, net | 513.4 | 510.2 |
Land and improvements | ||
Property, plant and equipment [Abstract] | ||
Property, plant and equipment, gross | 44.3 | 44.6 |
Buildings, building improvements and leasehold improvements | ||
Property, plant and equipment [Abstract] | ||
Property, plant and equipment, gross | 223.4 | 216.2 |
Furniture and equipment | ||
Property, plant and equipment [Abstract] | ||
Property, plant and equipment, gross | 316.8 | 293.9 |
Software | ||
Property, plant and equipment [Abstract] | ||
Property, plant and equipment, gross | 55.5 | 55.2 |
Construction-in-progress | ||
Property, plant and equipment [Abstract] | ||
Property, plant and equipment, gross | $ 57.2 | $ 71.8 |
Lease liabilitie - Narrative (D
Lease liabilitie - Narrative (Details) | 3 Months Ended |
Mar. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |
Operating lease, renewal term | 5 years |
Operating lease, termination period | 1 year |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of contract | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of contract | 15 years |
Lease liabilities - Components
Lease liabilities - Components of Lease Expense (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Operating lease cost: | |
Amortization of right-of-use assets | $ 0.6 |
Interest on lease liabilities | 0.1 |
Total operating lease cost | $ 0.7 |
Lease liabilities - Supplementa
Lease liabilities - Supplemental Balance Sheet Information (Details) $ in Millions | Mar. 31, 2019USD ($) |
Operating Leases | |
Operating lease right-of-use assets: | $ 12.9 |
Other current liabilities | 2 |
Operating lease liabilities | 11.6 |
Total operating lease liabilities | $ 13.6 |
Operating leases: | |
Weighted Average Remaining Lease Term | 9 years 3 months |
Operating leases: | |
Weighted Average Discount Rate | 4.27% |
Intangible assets - Schedule of
Intangible assets - Schedule of Finite-lived Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cost | |||
Intangible assets, gross | $ 828.4 | $ 818.4 | $ 151.4 |
Finite-lived intangible assets acquired | 10 | 667 | |
Finite-lived intangible assets, accumulated amortization | (71.3) | (56.8) | |
Intangible assets, net | 757.1 | 761.6 | |
Goodwill [Roll Forward] | |||
Goodwill, cost | 267.7 | 259.7 | $ 49.1 |
Goodwill, measurement period adjustments | 8 | ||
Goodwill, acquired during period | 210.6 | ||
Goodwill | $ 267.7 | $ 259.7 | |
Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization period of intangible asset | 5 years | 5 years | |
Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization period of intangible asset | 22 years | 22 years | |
IPR&D | |||
Indefinite-lived Intangible Assets [Roll Forward] | |||
Indefinite-lived intangible assets (excluding goodwill) | $ 50 | $ 50 | |
Indefinite-lived intangible assets, purchase accounting adjustments | (9) | ||
Indefinite-lived intangible assets (excluding goodwill) | $ 41 | $ 50 |
Intangible assets - Narrative (
Intangible assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization | $ 14.5 | $ 3.9 |
Weighted average amortization period | 14 years 3 months 18 days |
Contingent consideration (Detai
Contingent consideration (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Unobservable Input Reconciliation [Roll Forward] | |
Balance, beginning of period | $ 60 |
Milestone achievement - asset acquisition | 10 |
Measurement period adjustment | 1.5 |
Change in fair value | 1.7 |
Settlements | (0.5) |
Balance, end of period | 72.7 |
Raxibacumab | |
Business Acquisition [Line Items] | |
Contingent consideration liability increase | $ 10 |
Revenue recognition - Narrative
Revenue recognition - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | |
Revenue from Contract with Customer [Abstract] | ||
Number of operating segments | segment | 1 | |
Revenue, remaining performance obligation, amount | $ 510.8 | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 24 months | |
Deferred costs, current | $ 1.3 | $ 1.2 |
Revenue recognition - Disaggreg
Revenue recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 190.6 | $ 117.8 | $ 117.8 |
U.S Government | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 93.7 | 80.8 | |
Non-U.S. Government | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 96.9 | 37 | |
Product sales, net | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 153 | 75.8 | 75.8 |
Product sales, net | U.S Government | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 73.3 | 66 | |
Product sales, net | Non-U.S. Government | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 79.7 | 9.8 | |
Contract manufacturing | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 15.9 | 26.1 | 26.1 |
Contract manufacturing | U.S Government | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 0 | 0 | |
Contract manufacturing | Non-U.S. Government | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 15.9 | 26.1 | |
Contracts and grants | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 21.7 | $ 15.9 | 15.9 |
Contracts and grants | U.S Government | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 20.4 | 14.8 | |
Contracts and grants | Non-U.S. Government | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 1.3 | $ 1.1 |
Revenue recognition - Contract
Revenue recognition - Contract Liabilities (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Change in Contract With Customer, Liability [Roll Forward] | |
Contract with customer, liability, beginning balance | $ 73.1 |
Deferral of revenue | 4.9 |
Revenue recognized | (2.8) |
Contract with customer, liability, ending balance | $ 75.2 |
Revenue recognition - Accounts
Revenue recognition - Accounts Receivable (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | ||
Billed, net | $ 89.6 | $ 234 |
Unbilled | 31.9 | 28.5 |
Total, net | $ 121.5 | $ 262.5 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Effective annual tax rate | 27.00% | 26.00% |
Discrete tax benefit | $ 1.8 | $ 2.3 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Net loss | $ (26) | $ (4.9) |
Denominator: | ||
Weighted-average number of shares-basic (in shares) | 51,224,125 | 49,580,089 |
Dilutive securities-equity awards (in shares) | 0 | 0 |
Weighted-average number of shares-diluted (in shares) | 51,224,125 | 49,580,089 |
Net income per share-basic (in dollars per share) | $ (0.51) | $ (0.10) |
Net income per share-diluted (in dollars per share) | $ (0.51) | $ (0.10) |
Equity awards excluded from the calculation of diluted earnings per share (in shares) | 3,100,000 | 3,200,000 |
Equity (Details)
Equity (Details) shares in Millions | 3 Months Ended |
Mar. 31, 2019shares | |
Stock Options | |
Stock issued or granted during period [Abstract] | |
Stock options granted (in shares) | 0.3 |
Award vesting period | 3 years |
Restricted Stock Units | |
Stock issued or granted during period [Abstract] | |
Restricted stock units granted (in shares) | 0.3 |
Award vesting period | 3 years |
Tranche One | Stock Options | |
Stock issued or granted during period [Abstract] | |
Award vesting rights, percentage | 33.33% |
Tranche One | Restricted Stock Units | |
Stock issued or granted during period [Abstract] | |
Award vesting rights, percentage | 33.33% |
Tranche Two | Stock Options | |
Stock issued or granted during period [Abstract] | |
Award vesting rights, percentage | 33.33% |
Tranche Two | Restricted Stock Units | |
Stock issued or granted during period [Abstract] | |
Award vesting rights, percentage | 33.33% |
Tranche Three | Stock Options | |
Stock issued or granted during period [Abstract] | |
Award vesting rights, percentage | 33.33% |
Tranche Three | Restricted Stock Units | |
Stock issued or granted during period [Abstract] | |
Award vesting rights, percentage | 33.33% |
Defined benefit plan - Narrativ
Defined benefit plan - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Retirement Benefits [Abstract] | |
Pension expense | $ 0.3 |
Defined benefit plan (Details)
Defined benefit plan (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Retirement Benefits [Abstract] | |
Net service cost | $ 0.3 |
Expected return on plan assets, net of expenses | (0.1) |
Total | $ 0.2 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Shareholder Class Action Lawsuit | |
Loss Contingencies [Line Items] | |
Litigation settlement, amount awarded to other party | $ 6.5 |
Supplemental Information (Detai
Supplemental Information (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 137.2 | $ 112.2 | ||
Restricted cash | 0.2 | 0.2 | ||
Total cash, cash equivalents and restricted cash | $ 137.4 | $ 112.4 | $ 164.6 | $ 179.3 |
Uncategorized Items - ebs-20190
Label | Element | Value |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | $ 879,800,000 |
AOCI Attributable to Parent [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | (3,700,000) |
Retained Earnings [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | 304,600,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (32,500,000) |
Treasury Stock [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | $ (39,500,000) |
Common Stock, Shares, Issued | us-gaap_CommonStockSharesIssued | 1,200,000 |
Additional Paid-in Capital [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | $ 618,300,000 |
Common Stock [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | $ 100,000 |
Common Stock, Shares, Issued | us-gaap_CommonStockSharesIssued | 50,600,000 |