UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  November 6, 2014

Emergent BioSolutions Inc.
(Exact Name of Registrant as Specified in Charter)

Registrant's telephone number, including area code:  (301) 795-1800

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT 99

EMERGENT BIOSOLUTIONS REPORTS THIRD QUARTER AND NINE MONTH 2014 FINANCIAL RESULTS

ROCKVILLE, MD, November 6, 2014—Emergent BioSolutions Inc. (NYSE: EBS) reported financial results for the quarter and nine months ended September 30, 2014. Financial highlights included:

·	Revenue: Q3 2014 total revenue of $138.0 million, up 55% from 2013, and nine months 2014 total revenue of $302.2 million, up 41% from 2013

·	Net income:

o	GAAP: Q3 2014 of $21.8 million ($0.58 per basic share); 9 months 2014 of $6.6 million ($0.18 per basic share)

o	Non-GAAP: Q3 2014 of $25.0 million ($0.67 per basic share); 9 months 2014 of $19.5 million ($0.52 per basic share)

Revised outlook - factoring in the financial performance year to date, and the expected performance through the end of the year, the company is increasing its 2014 financial guidance as follows:

·	Total revenues of $440 to $460 million;

·	GAAP net income of $35 to $45 million; non-GAAP adjusted net income of $50 to $60 million

"Our business performance to date has been strong based on our expanded product portfolio, growing contract manufacturing operations and robust contracts, grants and collaboration funding," said Daniel J. Abdun-Nabi, President and Chief Executive Officer of Emergent BioSolutions. "Given this performance and our outlook for the remainder of the year, we are increasing our full year 2014 revenue forecast to $440 to $460 million, increasing our GAAP net income forecast to $35 to $45 million and increasing our non-GAAP adjusted net income forecast to $50 to $60 million."

2014 FINANCIAL PERFORMANCE

(I) Quarter Ended September 30, 2014 (unaudited)

Product Sales

For Q3 2014, product sales were $84.5 million, an increase of 11% as compared to 2013. The increase primarily reflects sales from Biosciences Division products which were acquired as part of the Cangene acquisition in Q1 2014.

 

Contract Manufacturing

For Q3 2014, revenues from our contract manufacturing operations, which were acquired in the Cangene acquisition in Q1 2014, were $9.4 million. These operations comprise contract services including, among other things, biopharmaceutical product development, product filling, lyophilization and ongoing stability studies on behalf of commercial third parties.

Contracts, Grants and Collaboration

For Q3 2014, contracts, grants and collaboration revenue was $44.1 million, an increase of 244% as compared to 2013. The increase was primarily due to the recognition of $15.3 million of a $20.0 million upfront fee associated with the MorphoSys collaboration as well as development funding for product development programs that were acquired in the Cangene acquisition in Q1 2014. The MorphoSys collaboration provides for joint worldwide development and commercialization of MOR209/ES414, the company's immunotherapeutic protein targeting prostate cancer.

Contracts, grants and collaboration revenue consist primarily of reimbursements paid by the US government for research and development expenditures for the company's biodefense programs. It also includes license fees and collaboration-related revenues associated with development partnerships the company has established with third parties.

Cost of Product Sales and Contract Manufacturing

For Q3 2014, cost of product sales and contract manufacturing was $32.4 million, an increase of 62% as compared to 2013. The increase was primarily attributable to product and contract manufacturing costs associated with the operations of Cangene, which were acquired in Q1 2014.

Research and Development

For Q3 2014, gross research and development (R&D) expenses were $44.2 million, an increase of 53% as compared to 2013. The increase was primarily attributable to additional R&D expenditures associated with product development programs that were acquired in the Cangene acquisition in Q1 2014. Gross R&D expenses include contract service costs and development expenses related to product candidates, technology platforms and manufacturing capabilities in both the Biodefense and Biosciences divisions.

Net R&D expenses, which more accurately reflect the company's actual out-of-pocket investment in product development, are calculated as gross research and development expenses less contracts, grants and collaboration revenues and the net loss attributable to non-controlling interest. For Q3 2014, net R&D expenses were $0.1 million, a decrease of 99% as compared to 2013.

 

Selling, General and Administrative

For Q3 2014, selling, general and administrative expenses were $30.3 million, an increase of 38% as compared to 2013. The increase was primarily attributable to additional post-acquisition selling, general and administrative costs that are largely associated with the operations of Cangene, which were acquired in Q1 2014.

GAAP and Non-GAAP Net Income

For Q3 2014, GAAP net income was $21.8 million, or $0.58 per basic share, as compared to $13.5 million, or $0.37 per basic share, in 2013. Q3 2014 non-GAAP adjusted net income was $25.0 million, or $0.67 per basic share, as compared to $15.7 million, or $0.43 per basic share, in 2013. The following table provides a reconciliation of GAAP to Non-GAAP net income for the three months ended September 30, 2014 and 2013. (See "Supplemental Financial Information" for a definition of terms and explanation of these adjustments.)

(II) Nine Months Ended September 30, 2014 (unaudited)

Product Sales

For the first nine months of 2014, product sales were $198.5 million, an increase of 15% as compared to 2013. The increase primarily reflects sales from Biosciences Division products which were acquired as part of the Cangene acquisition in Q1 2014.

Contract Manufacturing

For the first nine months of 2014, revenues from our contract manufacturing operations, which were acquired in the Cangene acquisition in Q1 2014, were $21.3 million.

Contracts, Grants and Collaboration

For the first nine months of 2014, contracts, grants and collaboration revenue was $82.3 million, an increase of 94% as compared to 2013. The increase was primarily due to the recognition of $15.3 million of a $20.0 million upfront fee associated with the MorphoSys collaboration as well as development funding for product development programs that were acquired in the Cangene acquisition in Q1 2014.

Cost of Product Sales and Contract Manufacturing

For the first nine months of 2014, cost of product sales and contract manufacturing was $85.9 million, an increase of 101% as compared 2013. The increase was primarily attributable to product and contract manufacturing costs associated with the operations of Cangene, which were acquired in Q1 2014.

Research and Development

For the first nine months of 2014, gross R&D expenses were $111.9 million, an increase of 24% as compared to 2013. The increase was primarily attributable to additional R&D expenditures associated with product development programs that were acquired in the Cangene acquisition in Q1 2014.

Net R&D expenses, which more accurately reflect the company's actual out-of-pocket investment in product development, are calculated as gross research and development expenses less contracts, grants and collaboration revenues and the net loss attributable to non-controlling interest. For the first nine months of 2014, net R&D expenses were $29.6 million, a decrease of 37% as compared to 2013.

 

 

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Selling, General and Administrative

For the first nine months of 2014, selling, general and administrative expenses were $90.9 million, an increase of 46% as compared to 2013. The increase was primarily attributable to additional post-acquisition selling, general and administrative costs largely associated with the operations of Cangene, which were acquired in Q1 2014.

GAAP and Non-GAAP Net Income

For the first nine months of 2014, GAAP net income was $6.6 million, or $0.18 per basic share, as compared to $15.9 million, or $0.44 per basic share, in 2013. Year to date 2014 non-GAAP adjusted net income was $19.5 million, or $0.52 per basic share, as compared to $20.4 million, or $0.56 per basic share, in 2013. The following table provides a reconciliation of GAAP to Non-GAAP net income for the nine months ended September 30, 2014 and 2013. (See "Supplemental Financial Information" for a definition of terms and explanation of these adjustments.)

2014 FINANCIAL OUTLOOK

Factoring in the financial performance through the nine months ended September 30, 2014, and expected performance through the end of the year, the company is revising its 2014 financial outlook as follows:

The company's outlook for GAAP net income does not include any estimates for potential new corporate development or other M&A transactions.

SUPPLEMENTAL FINANCIAL INFORMATION

This press release contains a financial measure, adjusted net income, which is considered a "non-GAAP" financial measure under applicable Securities & Exchange Commission rules and regulations. This non-GAAP financial measure should be considered supplemental to and not a substitute for financial information prepared in accordance with generally accepted accounting principles. The company's definition of this non-GAAP measure may differ from similarly titled measures used by others. The non-GAAP financial measure used in this press release adjusts for specified items that can be highly variable or difficult to predict, or reflect the non-cash impact of charges resulting from purchase accounting. The company views this non-GAAP financial measure as a means to facilitate management's financial and operational decision-making, including evaluation of Emergent's historical operating results and comparison to competitors' operating results. This non-GAAP financial measure reflects an additional way of viewing aspects of the company's operations that, when viewed with GAAP results and the reconciliations to the corresponding GAAP financial measure, may provide a more complete understanding of factors and trends affecting Emergent's business.

The determination of the amounts that are excluded from this non-GAAP financial measure is a matter of management judgment and depends upon, among other factors, the nature of the underlying expense or income amounts. The company is likely to exclude the following items from its non-GAAP adjusted net income (loss) in the future, the effect of which is uncertain but may be significant in amount:

·	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 restructuring activities, including but not limited to, accelerated depreciation, severance costs and lease abandonment charges; and

·	Other non-recurring charges.

Because non-GAAP financial measures exclude the effect of items that will increase or decrease the company's reported results of operations, management strongly encourages investors to review the company's consolidated financial statements and publicly filed reports in their entirety.

 

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CONFERENCE CALL AND WEBCAST INFORMATION

Company management will host a conference call at 5:00 pm (Eastern Time) on Thursday, November 6, 2014 to discuss these financial results. This conference call can be accessed live by telephone or through Emergent's website:

ABOUT EMERGENT BIOSOLUTIONS INC.

Emergent BioSolutions is a specialty biopharmaceutical company seeking to protect and enhance life by offering specialized products to healthcare providers and governments to address medical needs and emerging health threats. Additional information about the company may be found at www.emergentbiosolutions.com.  Follow us on twitter: @emergentbiosolu

SAFE HARBOR STATEMENT

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements, other than statements of historical fact, including our financial guidance, and any other statements containing the words "believes", "expects", "anticipates", "intends", "plans", "forecasts", "estimates" and similar expressions in conjunction with, among other things, discussions of financial performance or financial condition, growth strategy, product sales, manufacturing capabilities, product development, regulatory approvals or expenditures are forward-looking statements. These forward-looking statements are based on our current intentions, beliefs and expectations regarding future events. We cannot guarantee that any forward-looking statement will be accurate. Investors should realize that if underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could differ materially from our expectations. Investors are, therefore, cautioned not to place undue reliance on any forward-looking statement. Any forward-looking statement speaks only as of the date of this press release, and, except as required by law, we do not undertake to update any forward-looking statement to reflect new information, events or circumstances.

There are a number of important factors that could cause the company's actual results to differ materially from those indicated by such forward-looking statements, including appropriations for BioThrax procurement; our ability to successfully integrate Cangene Corporation and the RSDL business and realize the potential benefits of these acquisitions; our ability to obtain new BioThrax sales contracts or modifications to existing contracts; our plans to pursue label expansions and improvements for BioThrax; availability of funding for our US government grants and contracts; our ability to identify and acquire or in-license products or late-stage product candidates that satisfy our selection criteria; whether anticipated synergies and benefits from an acquisition or in-license are realized within expected time periods or at all; our ability to enter into selective collaboration arrangements; the timing of and our ability to achieve milestones in out-license and collaboration contracts; our ability to expand our manufacturing facilities and capabilities; our ability to meet operating and financial restrictions placed on us and our subsidiaries that are contained in our senior credit facility; the rate and degree of market acceptance and clinical utility of our products; the success of our ongoing and planned development programs; the timing of and our ability to obtain and maintain regulatory approvals for our product candidates; and our commercialization, marketing and manufacturing capabilities and strategy. The foregoing sets forth many, but not all, of the factors that could cause actual results to differ from our expectations in any forward-looking statement. Investors should consider this cautionary statement, as well as the risk factors identified in our periodic reports filed with the SEC, when evaluating our forward-looking statements.

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FINANCIAL STATEMENTS FOLLOW

 

 

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