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):  May 4, 2017

 
EMERGENT BIOSOLUTIONS INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
001-33137
14-1902018
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

400 Professional Drive, Suite 400,
Gaithersburg, Maryland
20879
(Address of Principal Executive Offices)
(Zip Code)

Registrant's telephone number, including area code:  (240) 631-3200

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))





Item 2.02 Results of Operations and Financial Condition.

On May 4, 2017, Emergent announced financial and operating results for the period ended March 31, 2017. The full text of the press release issued in connection with the announcement is attached as Exhibit 99 to this Current Report on Form 8-K.
 
 
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
     
Exhibit No.
  
Description
   
99
  
Press release issued by the company on May 4, 2017.


 

 
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.
 
Date:  May 4, 2017
EMERGENT BIOSOLUTIONS INC.
 
 
By:
 
/s/ ROBERT G. KRAMER, SR.                                                            
Robert G. Kramer, Sr.
Executive Vice President and Chief Financial Officer
 
 
EXHIBIT 99

 
EMERGENT BIOSOLUTIONS REPORTS FIRST QUARTER 2017 FINANCIAL RESULTS; REAFFIRMS 2017 GUIDANCE

GAITHERSBURG, MD, May 4, 2017—Emergent BioSolutions Inc. (NYSE: EBS) reported financial results for the quarter and three months ended March 31, 2017.

FINANCIAL HIGHLIGHTS

(in millions)
 
1Q 2017
     
1Q 2016
(1) 
Total Revenues
 
$
116.9
   
$
103.0
 
Net Income
 
$
10.5
   
$
11.9
 
Adjusted Net Income (2)
 
$
14.3
   
$
13.3
 
EBITDA (2)
 
$
25.4
   
$
29.1
 

(1)  See "Reconciliation of Statement of Operations" for a reconciliation of the Company's Statement of Operations for the Three Months Ended March 31, 2016 on a continuing operations basis to that on a combined basis.

(2)  See "Reconciliation of Net Income to Adjusted Net Income and EBITDA" for a definition of terms and a reconciliation table.

Q1 2017 AND RECENT BUSINESS ACCOMPLISHMENTS
·
Received German Federal Ministry of Health approval of Building 55 for large-scale manufacturing of BioThrax® (Anthrax Vaccine Adsorbed)
·
Signed a $100 million contract with the Biomedical Advanced Research and Development Authority (BARDA) for BioThrax deliveries to the Strategic National Stockpile (SNS)
·
Signed a $53 million modification to the Company's existing BARDA contract for the manufacture of its botulism antitoxin, BAT® [Botulism Antitoxin Heptavalent (A, B, C, D, E, F, G) - (Equine)]
·
Awarded a BARDA task order valued at up to $30.5 million to develop viral hemorrhagic fever monoclonal antibody therapeutics

2017 FINANCIAL PERFORMANCE

(I) Quarter Ended March 31, 2017 (unaudited)

Revenues

Total Revenues
For Q1 2017, Total revenues were $116.9 million, an increase of 13% as compared to 2016.



Product Sales
For Q1 2017, Product sales were $82.0 million, an increase of 29% as compared to 2016. The increase is principally attributable to higher Other product sales, specifically timing of BAT sales to the SNS, offset by lower BioThrax sales which were affected by the timing of deliveries to the SNS.


 
Three Months Ended
March 31,
 
(in millions)
 
2017
   
2016
   
% Change
 
Product Sales
 
BioThrax®
 
$
43.8
   
$
59.1
     
(26
)%
Other
 
$
38.2
   
$
4.7
     
720
%
Total Product Sales
 
$
82.0
   
$
63.8
     
29
%

Contract Manufacturing
For Q1 2017, revenue from the Company's contract manufacturing operations was $17.6 million, an increase of 132% as compared to 2016. The increase primarily reflects an increase in fill/finish services at the Company's Camden facility in Baltimore, along with manufacturing of Aptevo Therapeutics Inc. products.

Contracts and Grants
For Q1 2017, contracts and grants revenue was $17.3 million, a decrease of 45% as compared to 2016. The decrease primarily reflects a reduction in development funding due to the timing of development activities under ongoing programs, as well as a reduction for various programs that were concluded prior to the start of the 2017 period but were funded and ongoing in the prior comparative period in 2016.

Operating Expenses

Cost of Product Sales and Contract Manufacturing
For Q1 2017, Cost of product sales and contract manufacturing was $46.3 million, an increase of 93% as compared to 2016. The increase primarily reflects higher costs associated with the increase in both Other product sales and contract manufacturing.

Research and Development
For Q1 2017, gross R&D expenses were $20.5 million, a decrease of 22% as compared to 2016. For Q1 2017, net R&D was $3.2 million, as compared to being fully funded and resulting in a net contribution from funded development programs of $5.5 million in 2016. Net R&D, which is more representative of the Company's actual out-of-pocket investment in product development, is calculated as gross research and development expenses less contracts and grants revenue.


 
Three Months Ended
March 31,
 
(in millions)
 
2017
   
2016
   
% Change
 
Research and Development Expenses [Gross]
 
$
20.5
   
$
26.1
     
(22
)% 
Adjustments:
 
-  Contracts and grants revenue
 
$
17.3
   
$
31.6
     
(45
)%
Net Research and Development Expenses (Income)
 
$
3.2
   
$
(5.5
)
   
--
 

Selling, General and Administrative
For Q1 2017, selling, general and administrative expenses were $35.2 million, an increase of 11% as compared to 2016. The increase is attributable to costs associated with restructuring activities within the general and administrative functional groups, and increased costs associated with professional services to support the Company's strategic growth initiatives.

Net Income
For Q1 2017, Net income was $10.5 million, or $0.23 per diluted share, versus $11.9 million, or $0.27 per diluted share, in 2016.

For Q1 2017 and 2016, net income per diluted share is computed using the "if-converted" method. This method requires net income to be adjusted to add back interest expense and amortization of debt issuance cost, both net of tax, associated with the Company's 2.875% Convertible Senior Notes due 2021. The following table details the adjustments made in this calculation.

 
Three Months Ended
March 31,
 
(in millions, except per share value)
 
2017
   
2016
 
Net Income
 
$
10.5
   
$
11.9
 
Adjustments:
 
+  Interest expense, net of tax
   
0.9
     
0.7
 
+  Amortization of debt issuance costs, net of tax
   
0.2
     
0.2
 
Net Income, adjusted
Net Income Per Diluted Share, adjusted
 
$
11.6
$0.23
   
$
12.8
$0.27
 
Weighted Average Diluted Shares
   
49.7
     
48.3
 

2017 FORECAST & OPERATIONAL GOALS
Full Year 2017 Forecast:
·
Total revenue of $500 to $530 million, including BioThrax sales of $265 to $280 million
·
GAAP net income of $60 to $70 million
·
Adjusted net income of $70 to $80 million (3)
·
EBITDA of $135 to $145 million (3)

(3)
See "Reconciliation of Net Income to Adjusted Net Income and EBITDA" for a definition of terms and a reconciliation table.

2Q 2017 Forecast:
·
Total revenue of $100 to $115 million

2017 Operational Goals:
·
Initiate three Phase I or II clinical studies for emerging infectious disease therapeutics
·
Advance NuThraxTM (anthrax vaccine adsorbed with CPG 7909 adjuvant) development to enable initiating a Phase III study in 2018
·
Initiate two human factor studies for a nerve agent antidote auto-injector
·
Complete an acquisition that generates revenue within 12 months of closing

CONFERENCE CALL AND WEBCAST INFORMATION
Company management will host a conference call at 5:00 pm (Eastern Time) today, May 4, 2017, to discuss these financial results. This conference call can be accessed live by telephone or through Emergent's website:

Live Teleconference Information:
Dial in number: (855) 766-6521
International dial in: (262) 912-6157
Conference ID: 29691796

Live Webcast Information:
Visit edge.media-server.com/m/p/523ryq7t for the live webcast feed.

A replay of the call can be accessed on Emergent's website emergentbiosolutions.com under "Investors."

ABOUT EMERGENT BIOSOLUTIONS INC.
Emergent BioSolutions Inc. is a global life sciences company seeking to protect and enhance life by focusing on providing specialty products for civilian and military populations that address accidental, intentional and naturally emerging public health threats. Through our work, we envision protecting and enhancing 50 million lives with our products by 2025. Additional information about the company may be found at emergentbiosolutions.com. Follow us @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, without limitation, our financial guidance, and any other statements containing the words "believes," "expects," "anticipates," "intends," "plans," "targets," "forecasts," "estimates" and similar expressions in conjunction with, among other things, discussions of the Company's outlook, financial performance or financial condition, growth strategy, product sales, government development or procurement contracts or awards, government appropriations, manufacturing capabilities, product development, Emergency Use Authorization or other regulatory approvals or expenditures and plans to increase our operational efficiencies and cost structure 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 the availability of funding and the exercise of options under our BioThrax and NuThrax contracts; appropriations for the procurement of our products; our ability to secure EUA pre-authorization approval and licensure of NuThrax from the U.S. Food and Drug Administration within the anticipated timeframe, if at all; our ability to achieve our planned operational efficiencies and targeted levels of cost savings; availability of funding for our U.S. government grants and contracts; our ability to identify and acquire or in-license products or late-stage product candidates that satisfy our selection criteria and to integrate such companies, products or product candidates; whether anticipated synergies and benefits from an acquisition or in-license are realized within expected time periods, if at all; our ability to utilize our manufacturing facilities and expand our capabilities; our ability and the ability of our contractors and suppliers to maintain compliance with current good manufacturing practices and other regulatory obligations; the results of regulatory inspections; the outcome of the class action lawsuit filed against us and possible other future material legal proceedings; 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 Securities and Exchange Commission, when evaluating our forward-looking statements.

###

Investor Contact
Robert Burrows
Vice President, Investor Relations
(o) 240/631-3280; (m) 240/413-1917
burrowsr@ebsi.com
Media Contact
Lynn Kieffer
Vice President, Corporate Communications
(o) 240/631-3281
kiefferl@ebsi.com

FINANCIAL STATEMENTS FOLLOW



Emergent BioSolutions Inc. and Subsidiaries
       
Consolidated Statements of Operations
       
(in thousands, except share and per share data)
       
             
   
Three Months Ended March 31,
 
   
2017
   
2016
 
   
(Unaudited)
 
Revenues:
           
Product sales
 
$
81,969
   
$
63,753
 
Contract manufacturing
   
17,628
     
7,587
 
Contracts and grants
   
17,261
     
31,624
 
Total revenues
   
116,858
     
102,964
 
                 
Operating expenses:
               
Cost of product sales and contract manufacturing
   
46,322
     
24,001
 
Research and development
   
20,476
     
26,093
 
Selling, general and administrative
   
35,150
     
31,713
 
Income from operations
   
14,910
     
21,157
 
                 
Other income (expense):
               
Interest income
   
373
     
186
 
Interest expense
   
(1,938
)
   
(1,524
)
Other income, net
   
300
     
35
 
Total other expense, net
   
(1,265
)
   
(1,303
)
                 
Income from continuing operations before provision for income taxes
   
13,645
     
19,854
 
Provision for income taxes
   
3,160
     
7,965
 
Net income from continuing operations
   
10,485
     
11,889
 
Net loss from discontinued operations
   
-
     
(7,898
)
Net income
 
$
10,485
   
$
3,991
 
                 
Net income from continuing operations - basic
 
$
0.26
   
$
0.30
 
Net income (loss) from discontinued operations - basic
   
-
     
(0.20
)
Net income per share - basic
 
$
0.26
   
$
0.10
 
                 
Net income from continuing operations - diluted
 
$
0.23
   
$
0.27
 
Net income (loss) from discontinued operations - diluted
   
-
     
(0.17
)
Net income per share - diluted (1)
 
$
0.23
   
$
0.10
 
                 
Weighted-average number of shares - basic
   
40,727,755
     
39,542,656
 
Weighted-average number of shares - diluted
   
49,718,426
     
48,359,892
 



(1)
See section entitled "Net Income" for explanation of adjustments to numerator for diluted share calculation.



Emergent BioSolutions Inc. and Subsidiaries
 
Consolidated Balance Sheets
 
(in thousands, except share and per share data)
 
             
   
March 31, 2017
   
December 31, 2016
 
ASSETS
 
(Unaudited)
       
Current assets:
           
Cash and cash equivalents
 
$
270,170
   
$
271,513
 
Accounts receivable, net
   
128,082
     
138,478
 
Inventories
   
70,732
     
74,002
 
Income tax receivable, net
   
6,771
     
9,996
 
Prepaid expenses and other current assets
   
13,411
     
16,229
 
Total current assets
   
489,166
     
510,218
 
                 
Property, plant and equipment, net
   
381,102
     
376,448
 
Intangible assets, net
   
32,311
     
33,865
 
Goodwill
   
41,001
     
41,001
 
Deferred tax assets, long-term, net
   
5,022
     
6,096
 
Other assets
   
3,037
     
2,483
 
Total assets
 
$
951,639
   
$
970,111
 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities:
               
Accounts payable
 
$
27,179
   
$
34,649
 
Accrued expenses and other current liabilities
   
4,346
     
6,368
 
Accrued compensation
   
23,318
     
34,537
 
Notes payable
   
-
     
20,000
 
Contingent consideration, current portion
   
2,216
     
3,266
 
Deferred revenue, current portion
   
10,647
     
7,036
 
Total current liabilities
   
67,706
     
105,856
 
                 
Contingent consideration, net of current portion
   
9,601
     
9,919
 
Long-term indebtedness
   
248,394
     
248,094
 
Deferred revenue, net of current portion
   
13,887
     
8,433
 
Other liabilities
   
1,632
     
1,604
 
Total liabilities
   
341,220
     
373,906
 
                 
Stockholders' equity:
               
Preferred stock, $0.001 par value; 15,000,000 shares authorized, 0 shares issued and outstanding at both March 31, 2017 and December 31, 2016
   
-
     
-
 
Common stock, $0.001 par value; 200,000,000 shares authorized, 41,380,108 shares issued and 40,954,615 shares outstanding at March 31, 2017; 40,996,890 shares issued and 40,574,060 shares outstanding at December 31, 2016
   
41
     
41
 
Treasury stock, at cost, 425,493 and 422,830 common shares at both March 31, 2017 and December 31, 2016, respectively
   
(6,501
)
   
(6,420
)
Additional paid-in capital
   
355,661
     
352,435
 
Accumulated other comprehensive loss
   
(3,747
)
   
(4,331
)
Retained earnings
   
264,965
     
254,480
 
Total stockholders' equity
   
610,419
     
596,205
 
Total liabilities and stockholders' equity
 
$
951,639
   
$
970,111
 



RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME AND EBITDA
This press release contains two financial measures (Adjusted Net Income and EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization)) that are considered "non-GAAP" financial measures under applicable Securities and Exchange Commission rules and regulations. These non-GAAP financial measures 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 these non-GAAP measures may differ from similarly titled measures used by others. Adjusted Net Income 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. EBITDA reflects net income excluding the impact of depreciation, amortization, interest expense and provision for income taxes. The Company views these non-GAAP financial measures as a means to facilitate management's financial and operational decision-making, including evaluation of the Company's historical operating results and comparison to competitors' operating results. These non-GAAP financial measures reflect 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 the Company's business.

The determination of the amounts that are excluded from these non-GAAP financial measures are a matter of management judgment and depend upon, among other factors, the nature of the underlying expense or income amounts. 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.

Reconciliation of Net Income to Adjusted Net Income

 
Three Months Ended March 31,
(in millions, except per share value)
 
2017
   
2016
 
Source
Net Income
 
$
10.5
   
$
11.9
 
NA
Adjustments:
+  Acquisition-related costs (transaction & integration)
   
0.6
     
--
 
SG&A
+  Non-cash amortization charges
   
1.9
     
2.2
 
COGS, SG&A,
Other Income
+  Restructuring costs
   
1.4
     
--
 
SG&A
+  Impact of purchase accounting on inventory step-up
   
1.8
     
--
 
COGS
Tax effect
   
(2.0
)
   
(0.8
)
NA
Total Adjustments
   
3.8
     
1.4
 
NA
Adjusted Net Income
Adjusted Net Income per Diluted Share
 
$
14.3
$0.29
   
$
13.3
$0.28
 
NA



(I)
Reconciliation of Net Income to EBITDA

 
Three Months Ended March 31,
 
(in millions, except per share value)
 
2017
   
2016
 
Net Income
 
$
10.5
   
$
11.9
 
Adjustments:
 
+  Depreciation & Amortization
   
9.8
     
7.7
 
+  Provision For Income Taxes
   
3.2
     
8.0
 
+  Total Interest Expense
   
1.9
     
1.5
 
Total Adjustments
   
14.9
     
17.2
 
EBITDA
EBITDA per Diluted Share
 
$
25.4
$0.51
   
$
29.1
$0.60
 


RECONCILIATION OF STATEMENT OF OPERATIONS
The following table provides a reconciliation of the Company's Statement of Operations for the Three Months Ended March 31, 2016 on a continuing operations basis to that on a combined basis, which takes into account the impact of the Aptevo-related discontinued operations.

Emergent BioSolutions Inc. and Subsidiaries
 
Consolidated Statements of Operations
 
(in thousands, except share and per share data)
 
             
   
Three Months Ended March 31, 2016
 
   
Continuing Operations
   
Discontinuing Operations
   
Combined
 
Revenues:
 
(Unaudited)
 
Product sales
 
$
63.8
   
$
8.0
   
$
71.7
 
Contract manufacturing
   
7.6
     
-
     
7.6
 
Contracts and grants
   
31.6
     
0.1
     
31.7
 
Total revenues
   
103.0
     
8.0
     
111.0
 
                         
Operating expenses:
                       
Cost of product sales and contract manufacturing
   
24.0
     
4.5
     
28.5
 
Research and development
   
26.1
     
8.1
     
34.2
 
Selling, general and administrative
   
31.7
     
8.1
     
39.8
 
Income from operations
   
21.2
     
(12.6
)
   
8.6
 
                         
Other income (expense):
                       
Interest income
   
0.2
     
-
     
0.2
 
Interest expense
   
(1.5
)
   
-
     
(1.5
)
Other income, net
   
0.0
     
0.1
     
0.1
 
Total other expense, net
   
(1.3
)
   
0.1
     
(1.2
)
                         
Income (loss) before provision for (benefit) from income taxes
   
19.9
     
(12.5
)
   
7.3
 
Provision for (benefit from) income taxes
   
8.0
     
(4.6
)
   
3.3
 
Net income
 
$
11.9
   
$
(7.9
)
 
$
4.0