Delaware
|
001-33137
|
14-1902018
|
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
2273 Research Boulevard, Suite 400, Rockville, Maryland
|
20850
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Date: May 8, 2014
|
EMERGENT BIOSOLUTIONS INC.
|
|
|
By:
|
/s/ ROBERT G. KRAMER
Robert G. Kramer
Executive Vice President and Chief Financial Officer
|
·
|
Q1 2014 total revenue of $53.9 million, up 25%
|
·
|
2014 total revenue guidance reaffirmed at $415 to $445 million; Q2 2014 total revenue guidance of $95 to $110 million
|
·
|
2014 net income guidance reaffirmed at $30 to $40 million; 2014 adjusted net income guidance of $40 to $50 million
|
·
|
2014 year-to-date events include closing the acquisition of Cangene Corporation, progress on Building 55's pathway to approval, and orphan drug designation for BioThrax® (Anthrax Vaccine Adsorbed)
|
o
|
Completed the acquisition of Cangene Corporation for $222 million in cash on February 21, 2014; and
|
o
|
Completed an offering of $250 million of 2.875% Convertible Senior Notes on January 29, 2014.
|
o
|
Finalized comparability protocols with the U.S. Food and Drug Administration for BioThrax, following which consistency lot manufacturing was initiated in Building 55;
|
o
|
Successfully completed a pivotal clinical study to support a Post-Exposure Prophylaxis (PEP) indication for BioThrax; and
|
o
|
Received orphan drug designation for BioThrax used for PEP, providing marketing exclusivity of up to seven years and waiving of sBLA filing fees.
|
o
|
Completed the initial phase of Cangene integration; and
|
o
|
Advanced preparations for the potential launch of IXinity™, a proprietary recombinant coagulation Factor IX product acquired from Cangene, upon FDA approval.
|
·
|
Expenses related to completed and future acquisitions of other businesses, including amortization of acquired intangible and tangible assets, transaction costs and integration costs;
|
·
|
Non-cash charges related to the impairment of intangible or tangible assets;
|
·
|
Expenses associated with any potential restructuring activities, including but not limited to, accelerated depreciation, severance costs and lease abandonment charges; and
|
·
|
Other non-recurring charges.
|
Three Months Ended
March 31,
|
||||||||
(in millions)
|
2014
|
2013
|
||||||
GAAP Net Income
|
$
|
(20.2
|
)
|
$
|
(8.1
|
)
|
||
Adjustments:
|
||||||||
·Acquisition-related costs (transaction & integration)
|
4.2
|
-
|
||||||
·Non-cash amortization charges
|
1.6
|
-
|
||||||
·Write-off of syndicated loan fees
|
1.8
|
-
|
||||||
·Reduction of gross margin due to inventory step-up required in purchase accounting
|
0.4
|
-
|
||||||
·UK restructuring expense
|
-
|
2.0
|
||||||
·Tax effect of non-GAAP adjustments
|
(2.4
|
)
|
(0.6
|
)
|
||||
Total Adjustments
|
5.6
|
1.4
|
||||||
Adjusted Net Income
|
$
|
(14.6
|
)
|
$
|
(6.7
|
)
|
Emergent BioSolutions Inc. and Subsidiaries
|
||||||||
Consolidated Balance Sheets
|
||||||||
(in thousands, except share and per share data)
|
||||||||
|
||||||||
|
March 31, 2014
|
December 31, 2013
|
||||||
ASSETS
|
(Unaudited)
|
|||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
160,215
|
$
|
179,338
|
||||
Accounts receivable
|
62,938
|
60,587
|
||||||
Inventories
|
71,268
|
14,643
|
||||||
Income tax receivable, net
|
17,800
|
5,651
|
||||||
Prepaid expenses and other current assets
|
14,982
|
12,896
|
||||||
Total current assets
|
327,203
|
273,115
|
||||||
|
||||||||
Property, plant and equipment, net
|
303,468
|
264,240
|
||||||
In-process research and development
|
50,300
|
41,800
|
||||||
Intangible assets, net
|
68,928
|
30,148
|
||||||
Goodwill
|
47,188
|
13,954
|
||||||
Deferred tax assets, net
|
1,203
|
-
|
||||||
Income tax receivable, long-term
|
15,596
|
-
|
||||||
Other assets
|
9,365
|
3,373
|
||||||
|
||||||||
Total assets
|
$
|
823,251
|
$
|
626,630
|
||||
|
||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
36,643
|
$
|
27,521
|
||||
Accrued expenses and other current liabilities
|
4,879
|
1,252
|
||||||
Accrued compensation
|
18,242
|
24,615
|
||||||
Contingent purchase consideration, current portion
|
3,193
|
1,341
|
||||||
Provisions for chargebacks
|
4,099
|
-
|
||||||
Deferred tax liability, current portion (net)
|
88
|
88
|
||||||
Deferred revenue, current portion
|
5,180
|
1,834
|
||||||
Total current liabilities
|
72,324
|
56,651
|
||||||
|
||||||||
Contingent purchase consideration, net of current portion
|
19,127
|
15,278
|
||||||
Long-term indebtedness, net of current portion
|
251,000
|
62,000
|
||||||
Deferred tax liability, net
|
-
|
1,419
|
||||||
Deferred revenue, net of current portion
|
1,805
|
-
|
||||||
Other liabilities
|
1,500
|
2,117
|
||||||
Total liabilities
|
345,756
|
137,465
|
||||||
|
||||||||
Commitments and contingencies
|
||||||||
|
||||||||
Stockholders' equity:
|
||||||||
Preferred stock, $0.001 par value; 15,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2014 and December 31, 2013,
respectively
|
-
|
-
|
||||||
Common stock, $0.001 par value; 100,000,000 shares authorized, 37,719,153 shares issued and 37,306,200, shares outstanding at March 31, 2014; 37,036,996 shares issued and 36,624,043, shares outstanding at December 31, 2013
|
38
|
37
|
||||||
Treasury stock, at cost, 412,953 common shares at both March 31, 2014 and December 31, 2013
|
(6,119
|
)
|
(6,119
|
)
|
||||
Additional paid-in capital
|
255,675
|
247,637
|
||||||
Accumulated other comprehensive loss
|
(3,391
|
)
|
(3,465
|
)
|
||||
Retained earnings
|
231,292
|
251,528
|
||||||
Total Emergent BioSolutions Inc. stockholders' equity
|
477,495
|
489,618
|
||||||
Noncontrolling interest in subsidiaries
|
-
|
(453
|
)
|
|||||
Total stockholders' equity
|
477,495
|
489,165
|
||||||
Total liabilities and stockholders' equity
|
$
|
823,251
|
$
|
626,630
|
Emergent BioSolutions Inc. and Subsidiaries
|
||||||||
Consolidated Statements of Operations
|
||||||||
(in thousands, except share and per share data)
|
||||||||
|
||||||||
|
Three Months Ended March 31,
|
|||||||
|
2014
|
2013
|
||||||
|
(Unaudited)
|
|||||||
Revenues:
|
||||||||
Product sales
|
$
|
35,767
|
$
|
30,359
|
||||
Contract manufacturing
|
2,726
|
-
|
||||||
Contracts and grants
|
15,391
|
12,741
|
||||||
Total revenues
|
53,884
|
43,100
|
||||||
|
||||||||
Operating expense:
|
||||||||
Cost of product sales and contract manufacturing
|
18,997
|
5,698
|
||||||
Research and development
|
30,256
|
30,724
|
||||||
Selling, general and administrative
|
30,089
|
20,028
|
||||||
Loss from operations
|
(25,458
|
)
|
(13,350
|
)
|
||||
|
||||||||
Other income (expense):
|
||||||||
Interest income
|
40
|
23
|
||||||
Interest expense
|
(3,535
|
)
|
(11
|
)
|
||||
Other income (expense), net
|
512
|
17
|
||||||
Total other income (expense)
|
(2,983
|
)
|
29
|
|||||
|
||||||||
Loss before benefit from income taxes
|
(28,441
|
)
|
(13,321
|
)
|
||||
Benefit from income taxes
|
(8,205
|
)
|
(4,516
|
)
|
||||
Net loss
|
(20,236
|
)
|
(8,805
|
)
|
||||
Net loss attributable to noncontrolling interest
|
-
|
743
|
||||||
Net loss attributable to Emergent BioSolutions Inc.
|
$
|
(20,236
|
)
|
$
|
(8,062
|
)
|
||
|
||||||||
Loss per share - basic
|
$
|
(0.55
|
)
|
$
|
(0.22
|
)
|
||
Loss per share - diluted
|
$
|
(0.55
|
)
|
$
|
(0.22
|
)
|
||
|
||||||||
Weighted-average number of shares - basic
|
36,854,370
|
35,968,064
|
||||||
Weighted-average number of shares - diluted
|
36,854,370
|
35,968,064
|
Emergent BioSolutions Inc. and Subsidiaries
|
||||||||
Consolidated Statements of Cash Flows
|
||||||||
(in thousands)
|
||||||||
|
||||||||
|
Three Months Ended March 31,
|
|||||||
|
2014
|
2013
|
||||||
Cash flows from operating activities:
|
(Unaudited)
|
|||||||
Net loss
|
$
|
(20,236
|
)
|
$
|
(8,805
|
)
|
||
Adjustments to reconcile to net cash provided by operating activities:
|
||||||||
Stock-based compensation expense
|
2,650
|
2,976
|
||||||
Depreciation and amortization
|
6,835
|
4,163
|
||||||
Current and deferred income taxes
|
(8,052
|
)
|
(4,516
|
)
|
||||
Non-cash development expenses from joint venture
|
-
|
190
|
||||||
Change in fair value of contingent obligations
|
412
|
-
|
||||||
Write off of debt issuance costs
|
1,831
|
-
|
||||||
Excess tax benefits from stock-based compensation
|
(4,570
|
)
|
(1,608
|
)
|
||||
Other
|
453
|
6
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
17,590
|
33,079
|
||||||
Inventories
|
(4,006
|
)
|
(6,987
|
)
|
||||
Income taxes
|
(3,753
|
)
|
(7,918
|
)
|
||||
Prepaid expenses and other assets
|
556
|
(246
|
)
|
|||||
Accounts payable
|
(10,713
|
)
|
(4,196
|
)
|
||||
Accrued expenses and other liabilities
|
1,546
|
21
|
||||||
Accrued compensation
|
(8,720
|
)
|
(10,982
|
)
|
||||
Provision for chargebacks
|
159
|
-
|
||||||
Deferred revenue
|
(1,227
|
)
|
197
|
|||||
Net cash used in operating activities
|
(29,245
|
)
|
(4,626
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Purchases of property, plant and equipment
|
(4,590
|
)
|
(7,679
|
)
|
||||
Acquisition of Cangene Corporation, net of acquired cash
|
(178,167
|
)
|
-
|
|||||
Net cash used in investing activities
|
(182,757
|
)
|
(7,679
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds from convertible debenture, net of bank fees
|
241,654
|
-
|
||||||
Proceeds from long-term debt obligations
|
1,000
|
-
|
||||||
Issuance of common stock subject to exercise of stock options
|
8,137
|
504
|
||||||
Excess tax benefits from stock-based compensation
|
4,570
|
1,608
|
||||||
Principal payments on long-term indebtedness
|
(62,000
|
)
|
(1,117
|
)
|
||||
Contingent obligation payments
|
(487
|
)
|
-
|
|||||
Net cash provided by financing activities
|
192,874
|
995
|
||||||
|
||||||||
Effect of exchange rate changes on cash and cash equivalents
|
5
|
(118
|
)
|
|||||
|
||||||||
Net decrease in cash and cash equivalents
|
(19,123
|
)
|
(11,428
|
)
|
||||
Cash and cash equivalents at beginning of period
|
179,338
|
141,666
|
||||||
Cash and cash equivalents at end of period
|
$
|
160,215
|
$
|
130,238
|