AGM 2019

May 23, 2019

Slides

Good morning, ladies and gentlemen. The twenty nineteen Annual Meeting of Stuckholders of Emergent BioSolutions is hereby called to order. I am Tuado Libri, Executive Chairman of the Board of Emergent BioSolutions and Chair of the Strategic Operations Committee. I'm pleased to welcome you to our twenty nineteen Annual Meeting of Stockholders. Following the conclusion of this meeting, Bob Kramer, our President and Chief Executive Officer, will provide you with a brief presentation on the state of the company. When you signed in this morning, you should have received registration packet that includes an agenda and rules of conduct. We will conduct this annual meeting in accordance with that agenda and those rules. If you wish to ask a question or speak about a matter being voted on today, I will call for questions on such matter at an appropriate point in the meeting. If you wish to speak about a matter not being voted on today, please wait until I call for questions and comments at the conclusion of the meeting. In attendance today are the following members of our board of directors. As I call your name, please stand. Bob Kramer, our President and Chief Executive Officer Ron Richard, our Lead Independent Director and Chair of the Nominating and Corporate Governance Committee Doctor Sue Bailey Doctor Jot Harsiani, Doctor Jerry Howard, morning exercise, General George Johann, Seamus Mulligan, Doctor. Lou Sullivan, Chair also of the Compensation Committee, and Doctor. Kathy Zune. Thank you. In addition, have other officers of the company in attendance. They include Rich Lindahl, our executive vice president, chief financial officer, and treasurer, and Atul Saran, our executive vice president, corporate Development General Counsel and Corporate Secretary. Mr. Saran will serve as the Secretary of this meeting. Finally, I would like to introduce Steve Canaris, the representative of Ernst and Young, our independent registered public accounting firm. Mr. Kanaris is available to answer questions or respond to comments. The company has appointed Brian Millard, vice president corporate controller, as inspector of election for this annual meeting for the purpose of determining the number of votes represented in person or by proxy, the authenticity and validity of the proxies, the existence of a quorum, and the number of votes cast on all matters. The inspector of election has taken the oath of office, which will be filed with the minutes of this meeting. As indicated in the notice of meeting and accompanying documents that were furnished to all stockholders of record as of March 2839, this meeting is being held for the following purposes. One, to elect Frohado Hebry, Ron Richard, and doctor Kathy Zune as class one directors for terms expiring at the twenty twenty two annual meeting of stockholders. And to elect Seamus Mulligan as a Class II Director for a term expiring at the twenty twenty Annual Meeting of Stockholders. Two, to ratify the appointment by the Audit Committee of Ernst and Young as our independent registered public accounting firm for the fiscal year ending December '22, to cast an advisory vote to approve the compensation of our named executive officers and four, to transact such other business as may properly come before this meeting. The polls for each matter will open when such matter is called to a vote and will remain open until I announce that the polls are closed. No ballots or proxies or revocations of or changes to ballots or proxies will be accepted after the polls are closed. Each stockholder of record at the close of business on March 2839, the record date, has the right to vote his or her shares on all matters today. For ease of administration, unless you desire to change your vote, we urge stockholders who have already voted by proxy to allow their proxies to stand. We have ballots available for those of you who have not voted or wish to change your vote. Please note that if you hold your shares through a broker or otherwise not in your name as a stockholder of record and you do not have a legal proxy, you cannot vote in person at this meeting. If there is anyone present who would like to like a ballot, please raise your hand. Before considering the business to come before the meeting, I would like to ask Mr. Serran to announce the notice of mailing and present the report of the inspector of election. Mr. Serran? Thank you, mister chairman. I have received an affidavit from Broadridge Financial Solutions, our mailing agent and vote tabulator certifying that the notice of the annual meeting and proxy statement were first furnished on or on or about April 1239, to all stockholders of record as of March 2839. This affidavit is available for inspection by any stockholder and will be annexed to the minutes of this meeting. We have a complete list of stockholders entitled to vote at this meeting. The list has been kept at the offices of our transfer agent and at the offices of the company subject to inspection by stockholders. This list will remain open for inspection during this meeting. I have been advised by Broadridge that as of the record date, there were 51,382,454 shares of common stock of the company outstanding and entitled to vote at the meeting. Holders of greater than 47,878,139 shares of the company's common stock are represented in person or by proxy. This represents more than a majority of the votes entitled or cast at this meeting. Based upon this count, a quorum is present, and this annual meeting is lawfully convened and may proceed to transact business. Thank you. The first order of business for this meeting is to consider and vote upon the election of Eduardo Hebre, Ron Richard, and Doctor. Kathy Zun as class one directors for terms expiring at the twenty twenty two Annual Meeting of Stockholders, and Seamus Mulligan as a Class II Director for a term expiring at the twenty twenty Annual Meeting of stockholders, each to serve until their successors are duly elected and qualified or until their prior death's resignation or removal. Information about each of the nominees is set forth in the proxy statement. The board of directors recommends a vote for each nominee for the reasons set forth in the proxy statement. I will now entertain a motion for the election of the board of directors proposed nominees. I so move. I second the motion. You have heard the motion to elect the board of directors' nominees. Are there any questions or comments concerning this matter? Voting will now take place on this matter. The polls for this matter are now open. The second item of business is the ratification of the appointment by the audit committee of Ernst and Young as our independent public accounting firm for the fiscal year ending December 3139. Information about Ernst and Young can be found beginning on Page 26 of the proxy statement. The Board of Directors recommends a vote for the ratification of Ernst and Young as our independent registered public accounting firm for the reasons set forth in the proxy statement. I now ask for a motion on this matter. I so move. I second the motion. You've heard the motion. Are there any questions or comments concerning this matter? Voting now take place on this matter. The polls for this matter are now open. The third item of business is an advisory vote to approve the compensation of our named executive officers. Information regarding executive compensation can be found beginning on page 32 of the proxy statement. The Board of Directors recommends a vote for the approval on an advisory basis of the compensation of our named executive officers for the reasons set forth in the proxy statement. I now ask for a motion to approve this matter. I so move. I second the motion. You have heard the motion. Are there any questions or comments concerning this matter? Voting will now take place on this matter. The polls for this matter are now open. In accordance with our bylaws, these are the only matters of business which will be conducted at this meeting. If you voted in person at today's meeting, please fold your ballot and hand it to the inspector of election. Seeing none, I now declare the polls closed. I will now ask the inspector of election to proceed with the canvassing of the votes. Mister Surran, please present to us the preliminary report of the inspector of election on today's ballot. Brian Millard as inspector of election has notified me of the following. As to the first item of business, the election of Foie Del Hebris, Ron Richard, and Doctor. Kathy Zune as Class I directors, and the election of Seamus Mulligan as a Class II director. Each nominee has received a plurality of the votes cast and therefore has been elected as a Director of Emergent BioSolutions in accordance with the proposal. As to the second item of business, the proposal to ratify the selection by the Audit Committee of Ernst and Young as our independent registered public accounting firm for the year ending December 3139. This proposal has received a majority of the votes cast and therefore has been passed. As to the third item of business, the advisory vote to approve the compensation of our named executive officers. This proposal has received a majority of the votes cast and therefore has been passed. Mr. Millard, please file your final voting report with Mr. Serran to be annexed to the minutes of this meeting. Thank you. This completes the business to come before this annual meeting. I will now entertain a motion to adjourn. May I have a motion from the floor? I so move. I second the motion. Thank you. This Annual Meeting of Stockholders is now adjourned. At this time, I'd like to have our President and Chief Executive Officer, Bob Kramer, provide a brief presentation on the state of the company. Following this presentation, we will then entertain questions from those present in the audience today. I now thank you, Mr. Chairman, and welcome, everybody, this morning. I'm going to provide a quick overview of the state of our business as introduced by Claude earlier. I'll cover the markets, the products, the customers that we currently serve. I'll briefly talk about the portfolio of products that we currently have on the market today as well as the products in development. I'll talk a little bit about the overall performance of the business, and then give you a little bit of a preview of near and long term expectations for the business. As a reminder, my comments this morning will include some forward looking statements, and actual results may differ from those forward looking statements. And I will simply refer you to our SEC filings for a more complete description of the risks associated with running our business. Very simply said, our mission has always been about protecting enhancing life. We do that by providing specialty products for civilian and military populations that address accidental, deliberate, and natural occurring public health threats. This mission has been at the core of the the company since we first founded it in 1998. It's a little hard to believe, but we're in our twenty first year of operations since forming the business in 1998. What started out as a single product, single location, single customer business twenty one years ago has now turned into a global life sciences company with 19 locations, 11 marketed products, over 15 product candidates in various stages of developments, four platform technologies, and a robust contract development and manufacturing operation. When we talk about the public health threat market, we talk about it in terms of four different categories. First, there's the Siberni market, which is chemical, biological, radiological, nuclear, and explosive threats. Second are emerging infectious diseases, which include diseases like dengue, Marburg, Nipah, SARS, and Zika. Next is traveler's disease. There we're talking about things like cholera, ETEC, malaria, rabies, polo, typhoid, and yellow fever. And then finally, opioids. Here we're talking about addiction treatments, including treatments to protect individuals who may experiencing an opioid overdose. Our focus over the last six to eight years has been on building leadership positions in each of these four categories, looking to profitably grow revenue over time and diversify our revenue base, both in terms of product offering as well as with customers. We've operated and structured the business according to four very distinct business units. So we have a Vaccines and Anti Infectives business unit, an Antibody Therapeutic business unit, a Devices business unit, and then finally, a Contract Development and Manufacturing Operations business unit. What's common across all four of these business units is the fact that they are led by a single executive that has P and L as well as operating responsibility for their area. There are tailored strategies and plans for how they intend to grow and develop these four business units over time. They have unique development programs, which I'll go through in a minute, distinct core competencies that support their overall business unit, and streamlined operations. Turning for a minute the 11 marketed products, and I show them here broken out by business units. So first in the vaccine and anti infective business unit, we have leadership positions. Excuse me. I got a little anxious with the clicker there in the product portfolio offering in vaccines and anti infectives, we have leadership positions in threat categories such as anthrax, smallpox, and now the travelers business with our acquisition of PaxVax last fall in the Antibody Therapeutic business unit, leadership positions in smallpox and anthrax and botulism. And then finally, in the Devices Business Unit, we have leadership positions in an auto injector platform, which is a nerve agent antidote delivery system. Also RSDL, which is a recumbent skin decontamination lotion product for protection against chemical agents on your skin. And then finally, the last addition is our NARCAN nasal spray product, which we acquired from Adapt Pharma last year. NARCAN is the first and only form of naloxone used for opioid overdose treatments. In addition to the marketed products, we also have a robust and diverse pipeline of development candidates across all three of the product driven business units. In the vaccines and anti infectives area, we have our second generation anthrax vaccine, AV7909, which we were pleased to announce last week, is now being supported by BARDA for procurement into our country's strategic national stockpile. We also have a Phase II chikungunya product that we will continue to support this year and make plans for potentially going into a Phase III in 2020. Within the Antibi Therapeutic Business Unit, we have two therapeutics, one for flu IG and one for Zika IG that are in advanced stages of development. And then finally, in the devices space, we have both investments in the auto injector platform as well as in opioid overdose treatments. I think of particular note is that we seek and often are able to secure non dilutive funding for many of our development programs. We have a long, rich history of collaborating and partnering with many agencies in The U. S. And Ex U. S. For partnering to support the development of these candidates longer term. I mentioned earlier that we have particular focus on profitably growing revenue in a diversified way. And by that I mean, on this panel of slides, between the years 2012 and 2018, we've grown our revenue from $280,000,000 in 2012 to over $800,000,000 in 2018, representing a compound annual growth rate of around 19%. So revenue is growing, but it's also being grown in a diversified and profitably responsible way. The middle panel simply captures the fact that as recently as 2012, the one product that we started the business with twenty one years ago, BioThrax, accounted for 78% of our total revenue. In 2018, by contrast, that had been reduced down to 36. It's still an important anchor in product within our portfolio, but through growth and diversification, we have been able to manage that to a more comfortable position going forward. And then finally, on the far right, the panel simply shows the growth in profitability over the same time period, and specifically focusing on adjusted EBITDA, where we've grown profit from just under $80,000,000 in 2012 to almost $200,000,000 in 2018, representing, again, a compound annual growth rate of around 17%. In terms of going forward, we're going to continue to focus on both organic as well as M and A opportunities to grow the business across all four business units. So I'll talk a little bit about near term drivers on the organic across the business units, and then turn to M and A. Within the Vaccines and Anti Infectives business unit, we look for significant growth in the anthrax vaccine franchise with both BioThrax and AV7909, the second generation product, as it begins to fill more and more placeholder of in the strategic national stockpile. Similarly, ACAM2000, the smallpox vaccine. We are in advanced negotiations with the US government about a follow on contract for that product as well. In the antibody therapeutic area, we continue to make deliveries of the whole portfolio of products, therapeutic products, to the SNS and the United States government, while continuing to work with both Flu IG as well as the Zika IG candidates. In devices, our focus is on Narcan nasal spray and expanding access, affordability, and awareness of the importance of naloxone products to help patients treat opioid overdoses. And then in the CDMO business unit, continue to look for capacity expansion, as well as capability build to establish and support our vertically integrated manufacturing chain. From an M and A perspective, we've been very active the last eighteen months. We capture here on this panel a number of transactions that have been executed and finalized over the last five years. Of note, I would call your attention to the PAC Vax and ACAM2000 acquisition within the Vaccine and Anti Infective Business Unit. Also, the GSK acquisition of the Raxi product in the Antibody Therapeutic Business Unit. And then most recently our acquisition of Adapt Pharma in the NARCAN nasal spray product that fits into our Devices business unit. We will continue to be acquisitive and look for opportunities that leverage our core competencies capabilities to build leadership positions across all the business units in the markets that we serve. We'll continue to be disciplined about our use of capital and creating shareholder value long term, but M and A is going be an important part of our growth strategy going forward. As we do every year, in 2019, we established both financial as well as operating goals for the year that we communicated earlier this year in January when we participated in the JPMorgan Healthcare Conference. So just to run down a few of the financial goals, and then I'll turn to the operational goals. We look for having revenue in 2019 to be in the $1,000,000,000 range. That will be a milestone for the company. We established that goal to achieve by the end of the year twenty twenty four years ago. We put in place our strategic plan for 2016 through 2020. It looks like we're going to be able to exceed that goal about a year early, which is good. Also, in the adjusted net income and adjusted EBITDA, positive and strong performance with margins for adjusted net income of 15% and margins for adjusted EBITDA of around 27%. Apart from the financial goals, we're very clearly articulating operational goals that we expect to achieve in 2019. Those include supporting AV7 and nine zero nine and its beginning of the transition into our country's strategic national stockpile to protect civilians and military personnel from anthrax. Similarly, the finalization of the contract for ACAM2000, the smallpox vaccine product we have, as well as Raxi, we look to secure in 2019. Similarly, we're going to continue to focus on a long standing program that was started by Adapt Pharma with NARCAN nasal of making sure that that critically important product is made available and made affordable to all the patients who need it. Clearly, the opioid crisis is one that is arguably the number one public health crisis in The United States today. And we're proud to be integral part partnering with our U. S. Government to treat patients who are exposed to opioid overdoses. This slide we've used in the past to kind of capture and summarize what we're doing with the business over an extended period of time. I mean, our focus is on the left hand side of this, protecting and enhancing life, living our core values, driving innovation, and aspiring to be a Fortune 500 company, all with a longer term vision that's depicted on the right. In the middle, we capture the three stages of how we've grown the business over the last six or seven years, starting in 2012 through 2015, when we first adapted or adopted a growth strategy. That era was very successful. We met both operational and financial goals during that period of time. Similarly, in the 2016 through 2020 era, which we're in now and kind of running through the tape on, we expect to achieve the financial and operational goals that we set. And right now, we're looking at developing our plans for 2020 through 2024 and expect to be able to share that with investors and shareholders and employees in the second half of this year. To wrap up here, I'd like to leave you with a few key takeaways. Number one, you should expect us to continue to look for opportunities to expand leadership positions in the select public health threat markets that I reviewed earlier. We will be a responsible user of capital. We will continue to drive top line and bottom line performance for revenue and net income. And we will continue to leverage the strong organizational culture that has been so important to our company for the last twenty one years. Just a parting thought here before we wrap up. I'd like to thank the members of the Board for being here today. I'd also like to thank my management team for their support and their leadership. And most of all, I'd to thank our employees for their tireless dedication and commitment to executing on our mission. And with that, Mr. Chairman, I'll turn it back to you. Thank you. I now welcome your questions. Please raise your hand, and I will recognize you. Kindly stand, give your name, identity, your affiliation to the company, and state your question. Seeing no further questions, I would like to thank you all for participating in the twenty nineteen Annual Meeting of Stockholders of Emergent BioSolutions. Thank you. Have a wonderful day.