10-Q/A
Emergent BioSolutions Inc. (EBS)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Amendment No. 1)
| (Mark One) | |
|---|---|
| ☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended September 30, 2014 | |
| OR | |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from to |
Commission file number: 001-33137
EMERGENT BIOSOLUTIONS INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 14-1902018 |
|---|---|
| (State or Other Jurisdiction of<br><br><br><br>Incorporation or Organization) | (I.R.S. Employer<br><br><br><br>Identification No.) |
| 400 Professional Drive, Suite 400 | |
| Gaithersburg, Maryland | 20879 |
| (Address of Principal Executive Offices) | (Zip Code) |
(240) 631-3200
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☑ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☑ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
☐ Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No
As of October 31, 2014, the registrant had 37,552,024 shares of common stock outstanding.
Emergent BioSolutions Inc.
Index to Form 10-Q/A
EXHIBIT INDEX
SIGNATURE
EX-10 Modification No. 11 to the CDC BioThrax Procurement Contract, effective September 18, 2014, between Emergent BioDefense Operations Lansing LLC and the Centers for Disease Control and Prevention.
EX-31.3 Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a).
EX-31.4 Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a).
EXPLANATORY NOTE
Emergent BioSolutions Inc. (the "Company") is filing this Amendment No. 1 on Form 10-Q/A (this "Amendment No. 1") to its Quarterly Report on Form 10-Q for the nine months ended September 30, 2014, as originally filed by the Company with the SEC on November 10, 2014 (the "Original Quarterly Report"), to (a) refile an exhibit for which the company requested confidential treatment, (b) file additional certifications in accordance with Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and (c) amend and restate the Exhibit Index to the Original Quarterly Report to reflect the filing of the foregoing exhibits. This Amendment No. 1 does not change the previously reported financial statements or, except as expressly described in the prior sentence, any of the other disclosure contained in the Original Quarterly Report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.
EMERGENT BIOSOLUTIONS INC.
By: /s/ DANIEL J. ABDUN-NABI
Daniel J. Abdun-Nabi
President and Chief Executive Officer
(Principal Executive Officer)
Date: January 23, 2015
By: /s/ ROBERT G. KRAMER
Robert G. Kramer
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
Date: January 23, 2015
EXHIBIT INDEX
| Exhibit<br><br><br><br>Number | Description |
|---|---|
| 10^#^† | Modification No. 11 to the CDC BioThrax Procurement Contract, effective September 18, 2014, between Emergent BioDefense Operations Lansing LLC and the Centers for Disease Control and Prevention. |
| 12 | Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to the Original Quarterly Report). |
| 31.1 | Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) (incorporated by reference to Exhibit 31.1 to the Original Quarterly Report). |
| 31.2 | Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) (incorporated by reference to Exhibit 31.2 to the Original Quarterly Report). |
| 31.3^#^ | Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a). |
| 31.4^#^ | Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a). |
| 32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 to the Original Quarterly Report). |
| 32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.2 to the Original Quarterly Report). |
| 101.INS | XBRL Instance Document (incorporated by reference to Exhibit 101.INS to the Original Quarterly Report). |
| 101.SCH | XBRL Taxonomy Extension Schema Document (incorporated by reference to Exhibit 101.SCH to the Original Quarterly Report). |
| 101.CAL | XBRL Taxonomy Calculation Linksbase Document (incorporated by reference to Exhibit 101.CAL to the Original Quarterly Report). |
| 101.DEF | XBRL Taxonomy Definition Linksbase Document (incorporated by reference to Exhibit 101.DEF to the Original Quarterly Report). |
| 101.LAB | XBRL Taxonomy Label Linksbase Document (incorporated by reference to Exhibit 101.LAB to the Original Quarterly Report). |
| 101.PRE | XBRL Taxonomy Presentation Linksbase Document (incorporated by reference to Exhibit 101.PRE to the Original Quarterly Report). |
Incorporated herein by reference to Exhibit 101 to the Original Quarterly Report are the following formatted in XBRL (Extensible Business Reporting Language):
(i) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2014 and September 30, 2013;
(ii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2014 and 2013;
(iii) Condensed Consolidated Balance Sheets at September 30, 2014 and December 31, 2013;
(iv) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013; and
(v) Notes to Consolidated Financial Statements.
#Filed herewith.
†Confidential treatment requested as to certain portions, which portions have been filed separately with the Securities and Exchange Commission.
EXHIBIT 10
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions.
| AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT | 1. CONTRACT ID CODE | PAGE OF PAGES | ||||||
|---|---|---|---|---|---|---|---|---|
| 2 | ||||||||
| 2. AMENDMENT/MODIFICATION NO.<br><br>00011 | 3. EFFECTIVE DATE<br><br><br><br>09/18/2014 | 4. REQUISITION/PURCHASE REQ. NO.<br><br><br><br>0000HCGE-2014-75331 | 5. PROJECT NO. (If applicable) | |||||
| 6. ISSUED BY CODE | 8219 | 7. ADMINISTERED BY (If other than Item 6) CODE | 8219 | |||||
| Centers for Disease Control and Prevention (CDC)<br>Procurement and Grants Office (PGO)<br>2920 Brandywine Road<br> Atlanta, GA 30341-5539 | Centers for Disease Control and Prevention (CDC)<br><br>Procurement and Grants Office (PGO)<br><br>2920 Brandywine Road<br><br> Atlanta, GA 30341-5539 | |||||||
| 8. NAME AND ADDRESS OF CONTRACTOR (No., Street, county, State, and ZIP Code)<br><br>EMERGENT BIODEFENSE OPERATIONS LANSING LLC<br> 3500 N MARTIN LUTHER KING JR BLVD # 1<br><br>LANSING, MI 48906-2933 | (√) | 9A. AMENDMENT OF SOLICITATION NO. | ||||||
| 9B. DATED (SEE ITEM 11) | ||||||||
| 10A. MODIFICATION OF CONTRACT/ORDER NO.<br><br><br><br>200-2011-42084 | ||||||||
| CODE 026489018 | FACILITY CODE | 10B. DATED (SEE ITEM 13)<br><br><br><br>09/30/2011 | ||||||
| 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS | ||||||||
| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers ___ is extended, ___ is not extended.<br> Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:<br><br>(a) By completing Items 8 and 15, and returning ____ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. | ||||||||
| 12. ACCOUNTING AND APPROPRIATION DATA (If required)<br><br>See Section B | ||||||||
| 13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS,<br> IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. | ||||||||
| (√) | ||||||||
| X | ||||||||
| E. IMPORTANT: Contractor is not, is required to sign this document and return copies to the issuing office. | ||||||||
| 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)<br><br>The purpose of this modification is to:<br><br>a. Increase and fund [**] doses (from [**] total doses to [**] total doses) on CLIN 0003 in the amount of [**];<br><br>b. Exercise and fund [**] doses on CLIN 0004 in the amount of [**];<br><br>c. As a result of this modification, total funding and contract value are increased by 207,064,090.68 from 704,281,833.96 to 911,345,924.64<br><br> <br><br> <br><br> <br><br> <br><br> <br><br>Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect. | ||||||||
| 15A. NAME AND TITLE OF SIGNER (Type or print) | 16A. NAME AND TITLE OF CONTRACTING OFFICER<br><br><br><br><br><br><br><br>Christine N Godfrey | |||||||
| 15B. CONTRACTOR/OFFEROR<br><br> <br><br>(Signature of person authorized to sign) | 15C. DATE SIGNED | 16B. UNITED STATES OF AMERICA<br><br><br><br>BY /s/ Christine N Godfrey<br><br><br><br>(Signature of Contracting Officer) | 16C. DATE SIGNED<br><br><br><br>9/18/2014 | |||||
| NSN 7540-01-152-8070 STANDARD FORM 30 (REV. 10-83) | ||||||||
| PREVIOUS EDITION UNUSABLE 30-105 Prescribed by GSA<br><br> FAR (48 CFR) 53.243 |
All values are in US Dollars.
Option 2 Option for Additional Items Items:
| ITEM | SUPPLIES / SERVICES | UNIT PRICE | EXTENDED PRICE |
|---|---|---|---|
| 0003 | BioThrax [**] product<br><br>BioThrax [**] product<br><br>[**] upon date of delivery<br><br>[**]<br><br>To be delivered in accordance with the delivery schedule below | $[**] | $[**] |
| Line(s) Of Accounting<br>939028D 2642 2014 75-14-0943<br> 5623RF1101 [**] |
All values are in US Dollars.
Option 3 Option for Additional Items Items:
| ITEM | SUPPLIES / SERVICES | UNIT PRICE | EXTENDED PRICE |
|---|---|---|---|
| 0004 | BioThrax [**] product<br>BioThrax [**] product<br>[**] upon date of delivery<br> [**]<br><br> <br><br>To be delivered in accordance with the delivery schedule below | $[**] | $[**] |
| Line(s) Of Accounting<br>927ZLBG 2642 2014 75-14-0943<br>5623RF1101 [**]<br>93900AX 2642 2014 75-X-0956<br>5664711101 [**]<br>939028D 2642 2014 75-14-0943<br>5623RF1101 [**]<br>939028E 2642 2014 75-14-0943<br>5623RF1101 [**]<br>939ZWUX 2642 2014 75-X-0956<br> 5664711101 [**] |
All values are in US Dollars.
EXHIBIT 31.3
CERTIFICATION
I, Daniel J. Abdun-Nabi, certify that:
I have reviewed this Amendment No. 1 on Form 10-Q/A of Emergent BioSolutions Inc.; and
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
Date: January 23, 2015
/s/ DANIEL J. ABDUN-NABI
Daniel J. Abdun-Nabi
Chief Executive Officer
EXHIBIT 31.4
CERTIFICATION
I, Robert G. Kramer, certify that:
I have reviewed this Amendment No. 1 on Form 10-Q/A of Emergent BioSolutions Inc.; and
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
Date: January 23, 2015
/s/ ROBERT G. KRAMER
Robert G. Kramer
Chief Financial Officer