Divestitures |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Divestitures | Assets held-for-sale During June 2026, the Company entered into a definitive agreement to sell its office property located in Gaithersburg, Maryland for a purchase price of approximately $6.4 million and classified the related assets as held-for-sale. In the accompanying Condensed Consolidated Balance Sheet as of June 30, 2026, the assets that are expected to be conveyed are classified as held-for-sale and are measured at the lower of (i) the carrying value of the disposal group and (ii) the fair value of the disposal group, less estimated costs to sell. The fair value of the disposal group represents a nonrecurring fair value measurement and was determined using the contractual sales price specified in the executed purchase and sale agreement, which are Level 2 inputs because the valuation was based principally on an observable transaction price from a market participant transaction. Effective with the designation of the assets as held-for-sale, the Company suspended recording depreciation of property, plant and equipment. Any loss resulting from the measurement is recognized in the period the held-for-sale criteria are met. Conversely, gains are not recognized until the date of sale. The Company recognized a $10.7 million loss related to assets held-for-sale during the three and six months ended June 30, 2026, which was presented within “Loss on assets held-for-sale” in the non-operating section of the Condensed Consolidated Statements of Operations. Assets classified as held-for-sale on the Condensed Consolidated Balance Sheet as of June 30, 2026 consist of the following:
During 2023, 2024 and 2025, the Company completed several divestiture transactions. The significant financial statement impacts relating to these transactions were recognized in prior periods. The disclosures below summarize amounts recognized in prior‑year comparative periods and included in the accompanying Condensed Consolidated Statements of Operations as well as ongoing arrangements and contingent consideration related to these divestitures. Transition Services Agreements (“TSAs”) Revenue In connection with certain divestitures, the Company entered into TSAs to support the orderly transfer of operations to the respective buyers. Income from performing services under these TSAs is recorded within “Product and services sales, net” or “other, net” on the Condensed Consolidated Statements of Operations based on the nature of the underlying agreements. TSA revenue from the SERB TSA (RSDL® divestiture) and Bora TSA (Baltimore-Camden facility divestiture, TSA no longer active in 2026) recognized during the three and six months ended June 30, 2026 was $0.8 million and $1.2 million, respectively. TSA revenue recognized during the three and six months ended June 30, 2025 was $0.7 million and $2.0 million, respectively. Milestones and Contingent Consideration Travel Health Business (Bavarian Nordic) In May 2023, the Company completed the sale of its travel health business to Bavarian Nordic. The Company was entitled to receive milestone payments totaling up to $80.0 million upon the achievement of specified regulatory milestones, all of which were received by the Company during 2024 and 2025. Milestone income of $50.0 million was recognized during the six months ended June 30, 2025, which the Company recorded within “Other, net” in the Condensed Consolidated Statement of Operations. No milestone income was recognized during the three and six months ended June 30, 2026. The Company may receive up to $30.0 million of earn-out payments from Bavarian Nordic based on aggregate net sales of Vaxchora® and Vivotif® in calendar year 2026. RSDL® Component Sourcing Milestone In connection with the July 2024 sale of RSDL®, the Company may receive a $5.0 million milestone payment contingent upon the achievement of a component sourcing milestone. No amounts related to this milestone were recognized during the three and six months ended June 30, 2026 and 2025. Sale of Baltimore-Bayview Facility The Company completed the sale of its Baltimore‑Bayview facility in March 2025. As a result of the divestiture, the Company recognized a pre-tax gain of $7.9 million, net of transaction costs of $1.2 million, during the six months ended June 30, 2025, recorded within “Other, net” on the Condensed Consolidated Statements of Operations.
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