Item 1. Financial Statements
Item 1. Financial Statements and Supplementary Data.
Condensed Combined Statements of Income
Diabetes Care Business
(Unaudited)
Three Months Ended
March 31, Six Months Ended
March 31,
2022 2021 2022 2021
R evenues $ 274.5 $ 284.2 $ 563.8 $ 569.5
Cost of products sold (1)
83.3 87.9 168.7 181.9
Gross Profit $ 191.2 $ 196.3 $ 395.1 $ 387.6
Operating expenses:
Selling and administrative expense 66.9 55.8 129.1 109.0
Research and development expense 18.0 14.1 34.7 28.1
Other operating expenses 7.4 — 15.8 —
Total Operating Expenses $ 92.3 $ 69.9 $ 179.6 $ 137.1
Operating Income $ 98.9 $ 126.4 $ 215.5 $ 250.5
Interest expense ( 4.9 ) — ( 4.9 ) —
Other income (expense), net ( 0.1 ) 2.1 ( 0.1 ) 3.1
Income Before Income Taxes $ 93.9 $ 128.5 $ 210.5 $ 253.6
Income tax provision 14.3 20.6 32.1 40.4
Net Income $ 79.6 $ 107.9 $ 178.4 $ 213.2
Earnings per Share - Basic and Diluted: $ 1.38 $ 1.87 $ 3.09 $ 3.69
Number of Basic and Diluted Shares Outstanding 57,797,841 57,797,841 57,797,841 57,797,841
(1) Includes costs of products sold from related party inventory purchases of $ 10.6 million and $ 10.0 million during the three month periods ended March 31, 2022 and 2021, respectively. Costs of products sold from related party inventory purchases were $ 22.1 million and $ 19.0 million during the six month periods ended March 31, 2022 and 2021, respectively.
See notes to the condensed combined financial statements.
Dollar amounts are in millions except per share amounts or as otherwise specified.
1
Table of Contents
Condensed Combined Statements of Comprehensive Income
Diabetes Care Business
(Unaudited)
Three Months Ended
March 31, Six Months Ended
March 31,
2022 2021 2022 2021
Net Income $ 79.6 $ 107.9 $ 178.4 $ 213.2
Other Comprehensive Loss
Foreign currency translation adjustments ( 7.1 ) ( 3.8 ) ( 15.9 ) ( 3.7 )
Other Comprehensive Loss $ ( 7.1 ) $ ( 3.8 ) $ ( 15.9 ) $ ( 3.7 )
Comprehensive Income $ 72.5 $ 104.1 $ 162.5 $ 209.5
See notes to the condensed combined financial statements.
Dollar amounts are in millions except per share amounts or as otherwise specified.
2
Table of Contents
Condensed Combined Balance Sheets
Diabetes Care Business
March 31, 2022 September 30, 2021
(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents $ 264.3 $ —
Trade receivables, net 15.2 150.6
Inventories:
Materials 12.3 13.1
Work in process 17.5 21.0
Finished products 92.6 83.9
$ 122.4 $ 118.0
Prepaid expenses and other 24.6 23.2
Total Current Assets $ 426.5 $ 291.8
Property, Plant and Equipment, Net 355.7 451.0
Goodwill and Other Intangible Assets 34.7 33.9
Other Assets 16.6 11.3
Total Assets $ 833.5 $ 788.0
LIABILITIES AND PARENT’S EQUITY
Current Liabilities
Accounts payable $ 50.8 $ 54.2
Accrued expenses 76.6 81.6
Salaries, wages and related items 23.5 28.2
Current debt obligations 9.5 —
Income taxes 8.5 —
Total Current Liabilities $ 168.9 $ 164.0
Deferred Income Taxes and Other Liabilities 31.4 29.7
Long-Term Debt 1,403.7 —
Related Party Note Payable 197.0 —
Commitments and Contingencies (Note 5) — —
Parent’s Equity
Net parent investment ( 681.1 ) 864.8
Accumulated other comprehensive loss ( 286.4 ) ( 270.5 )
Total Parent’s Equity $ ( 967.5 ) $ 594.3
Total Liabilities and Parent’s Equity $ 833.5 $ 788.0
See notes to the condensed combined financial statements.
Dollar amounts are in millions except per share amounts or as otherwise specified.
3
Table of Contents
Condensed Combined Statements of Cash Flows
Diabetes Care Business
(Unaudited)
Six Months Ended
March 31,
2022 2021
Operating Activities
Net income $ 178.4 $ 213.2
Adjustments to net income to derive net cash provided by operating activities:
Depreciation and amortization 15.1 19.5
Amortization of debt issuance costs 0.1 —
Impairment of property, plant and equipment — 10.0
Share-based compensation 8.5 6.7
Pension expense 3.6 4.9
Change in operating assets and liabilities:
Trade receivables, net 133.3 0.6
Inventories ( 10.0 ) ( 9.1 )
Prepaid expenses and other ( 2.4 ) ( 5.8 )
Accounts payable ( 2.9 ) ( 13.8 )
Accrued expenses ( 8.5 ) 13.6
Other current liabilities 5.8 1.1
Other, net 0.4 0.2
Net Cash Provided by Operating Activities $ 321.4 $ 241.1
Investing Activities
Capital expenditures ( 9.7 ) ( 16.6 )
Acquisition of intangible assets ( 0.4 ) ( 1.6 )
Net Cash Used for Investing Activities $ ( 10.1 ) $ ( 18.2 )
Financing Activities
Proceeds from the issuance of long-term debt 1,450.0 —
Payment of long-term debt issuance costs ( 33.3 ) —
Net consideration paid to Parent in connection with the spin off ( 1,266.0 ) —
Payment of revolving credit facility fees ( 5.6 ) —
Net transfers to Parent ( 189.3 ) ( 222.9 )
Net Cash Used for Financing Activities $ ( 44.2 ) $ ( 222.9 )
Effect of exchange rate changes on cash and cash equivalents ( 2.8 ) —
Net Change in Cash and cash equivalents $ 264.3 $ —
Opening Cash and cash equivalents — —
Closing Cash and cash equivalents $ 264.3 $ —
See notes to the condensed combined financial statements.
Dollar amounts are in millions except per share amounts or as otherwise specified.
4
Table of Contents
Notes to Condensed Combined Financial Statements
Diabetes Care Business
Note 1— Background and Basis of Presentation
Background
On May 6, 2021, Becton, Dickinson and Company (“BD” or “Parent”) announced that its Board of Directors approved a plan to spin off its diabetes care business, comprising pen needles, syringes, and other products related to the injection or infusion of insulin and other drugs used in the treatment of diabetes (collectively, the “Company” or “Diabetes Care Business”). Under the plan, BD would transfer certain assets and liabilities associated with the Diabetes Care Business to Embecta Corp. (“embecta”), a newly formed wholly owned subsidiary of BD incorporated on July 8, 2021, and execute a spin off of embecta by way of a pro-rata distribution of common stock of embecta to BD’s shareholders at the close of business on the record date of the spin off. During the first half of 2022, in contemplation of the spin off, certain assets, liabilities, and operations attributable to the Diabetes Care Business were contributed to embecta, which has been reflected in these unaudited condensed combined financial statements. These condensed combined financial statements reflect the historical results of operations, financial position and cash flows of the Company.
In February 2022 and in connection with separation and distribution, embecta issued $ 500.0 million of senior secured 5.00 % notes due February 15, 2030. Furthermore, on March 31, 2022 and also in connection with the spin off, embecta issued to BD $ 200.0 million of senior secured 6.75 % notes due February 2030, entered into a $ 950.0 million senior secured seven-year term loan B facility, and entered into a $ 500.0 million senior secured five-year credit facility.
Refer to Note 3 and Note 10 for further details regarding the related party notes and long-term debt.
On February 1, 2022, BD’s Board of Directors approved the spin off of the Diabetes Care Business. On February 10, 2022, the Securities and Exchange Commission ("SEC") declared effective embecta’s Registration Statement on Form 10, as amended. The spin off occurred by means of a pro-rata distribution of all of embecta’s issued and outstanding shares of common stock on the basis of one share of embecta common stock for every five shares of BD common stock held as of the close of business on March 22, 2022, the record date for the distribution. The distribution, which qualified as tax-free to BD and its shareholders for U.S. federal income tax purposes, was completed on April 1, 2022.
Upon completion of the distribution, embecta became an independent, publicly traded company and BD retained no ownership interest. “When-issued” trading of embecta common stock began on the record date of March 22, 2022, under the ticker symbol “EMBCV”, and continued until the distribution date. “Regular-way” trading of embecta common stock began on the spin off date of April 1, 2022, under the ticker symbol of “EMBC”.
In connection with the spin off, BD and embecta entered into various agreements to effect the spin off and provide a framework for the relationship between BD and embecta after the spin off, including a separation and distribution agreement, a transition services agreement, a tax matters agreement, an employee matters agreement, a cannula supply agreement, contract manufacturing agreements, an intellectual property matters agreement, a logistics services agreement, distribution agreements and other transaction agreements.
Refer to Note 14 for further details regarding the spin off.
Basis of Presentation
The unaudited condensed combined financial statements have been derived from BD’s historical accounting records and were prepared on a standalone basis in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the SEC. The assets, liabilities, revenue and expenses of the Company have been reflected in these condensed combined financial statements on a historical cost basis, as included in the consolidated financial statements of BD, using the historical accounting policies applied by BD. Historically, separate financial statements have not been prepared for the Company and it has not operated as a standalone business from BD. The historical results of operations, financial position, and cash flows of the Company presented in these condensed combined financial statements may not be indicative of what they would have been had the Company actually been an independent standalone public company, nor are they necessarily indicative of the Company’s future results of operations, financial position, and cash flows. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year.
The condensed combined financial statements have been prepared in accordance with the instructions to Form 10-Q and, in the opinion of management, include all adjustments which are of a normal recurring nature, necessary for a fair presentation of the financial position and the results of operations and cash flows for the periods presented. The accounting policies and basis of preparation adopted in the preparation of these condensed combined financial statements are consistent with those followed in the preparation of the Company’s combined financial statements issued for the year ended September 30, 2021. However, the financial statements do not include all information and accompanying notes required for a presentation in accordance with GAAP. These condensed combined financial statements should be read in
Dollar amounts are in millions except per share amounts or as otherwise specified.
5
Table of Contents
conjunction with the audited combined financial statements and the notes thereto included in the Company’s Registration Statement on Form 10. All intercompany transactions and accounts within the Diabetes Care Business have been eliminated.
The provision for income taxes for the three and six months ended March 31, 2022 and 2021 was calculated by applying an estimated annual effective income tax rate for the full year to ordinary income adjusted by the tax impact of discrete items.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates or assumptions affect reported assets, liabilities, revenues and expenses, including determining the allocation of shared costs and expenses from BD, depreciable and amortizable lives, sales returns and allowances, rebate accruals, inventory reserves and taxes on income as reflected in the condensed combined financial statements. Actual results could differ from these estimates.
Note 2 — Parent’s Equity
Changes in certain components of Parent’s Equity were as follows:
Net Parent
Investment
Accumulated
Other
Comprehensive
Loss
Total Parent’s
Equity
Balance, October 1, 2021 $ 864.8 $ ( 270.5 ) $ 594.3
Net income 98.8 — 98.8
Foreign currency translation — ( 8.8 ) ( 8.8 )
Net transfers to Parent ( 133.8 ) — ( 133.8 )
Balance, December 31, 2021 $ 829.8 $ ( 279.3 ) $ 550.5
Net income 79.6 — 79.6
Foreign currency translation — ( 7.1 ) ( 7.1 )
Net transfers to Parent ( 1,590.5 ) — ( 1,590.5 )
Balance, March 31, 2022 $ ( 681.1 ) $ ( 286.4 ) $ ( 967.5 )
Net Parent
Investment
Accumulated
Other
Comprehensive
Loss
Total Parent’s
Equity
Balance, October 1, 2020 $ 833.8 $ ( 261.6 ) $ 572.2
Net income 105.3 — 105.3
Foreign currency translation — 0.1 0.1
Net transfers to Parent ( 91.8 ) — ( 91.8 )
Balance, December 31, 2020 $ 847.3 $ ( 261.5 ) $ 585.8
Net income 107.9 — 107.9
Foreign currency translation — ( 3.8 ) ( 3.8 )
Net transfers to Parent ( 109.2 ) — ( 109.2 )
Balance, March 31, 2021 $ 846.0 $ ( 265.3 ) $ 580.7
Note 3 — Related Party Transactions and Parent Company Investment
Corporate and Medical Segment Allocations
The Company’s condensed combined financial statements include general corporate expenses of BD and shared segment expenses which were not historically allocated to the Company for certain support functions that are provided on a centralized basis by Parent and not recorded at the business unit level, such as expenses related to finance, human resources, information technology, facilities, and legal, among others (collectively, “General Corporate Expenses”). For purposes of these condensed combined financial statements, the General Corporate Expenses have been allocated to the Company. The General Corporate Expenses are included in the condensed combined statements of income in Cost of products sold , Selling and administrative expense , Research and development expense , and Other income (expense), net and, accordingly, as a component of Net parent investment on the condensed combined balance sheets. These expenses
Dollar amounts are in millions except per share amounts or as otherwise specified.
6
Table of Contents
have been allocated to the Company on a pro rata basis of global and regional revenues, headcount, research and development spend and other drivers. Management believes the assumptions underlying the condensed combined financial statements, including the assumptions regarding allocating General Corporate Expenses from BD, are reasonable. Nevertheless, the condensed combined financial statements may not include all of the actual expenses that would have been incurred and may not reflect the Company’s condensed combined results of operations, financial position and cash flows had it been a standalone public company during the periods presented. Actual costs that would have been incurred if the Company had been a standalone public company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.
The allocations of General Corporate Expenses are reflected in the condensed combined statements of income as follows:
Three months ended March 31, Six months ended March 31,
2022 2021 2022 2021
Cost of products sold $ 0.7 $ 3.2 $ 2.3 $ 7.9
Selling and administrative expense 23.5 23.7 47.9 48.1
Research and development expense 1.8 1.3 3.5 2.5
Other (income) expense, net 0.4 ( 0.5 ) ( 0.6 ) ( 2.1 )
Total General Corporate Expenses $ 26.4 $ 27.7 $ 53.1 $ 56.4
Purchases from Parent
In the ordinary course of business, the Company purchases from BD certain materials for use in production of certain medical products, the terms of which prior to separation from BD were not at arm’s length. The following table summarizes related party purchases for the three and six month periods ended March 31, 2022 and 2021:
Three months ended March 31, Six months ended March 31,
2022 2021 2022 2021
Purchases from Parent $ 13.6 $ 10.6 $ 28.0 $ 20.3
Amounts payable to BD for such purchases as of March 31, 2022 and September 30, 2021 were immaterial.
Parent Company Investment
All significant intercompany transactions between the Company and BD have been included in the condensed combined financial statements and are considered to be effectively settled for cash at the time the transaction is recorded. The total net effect of the settlement of these intercompany transactions is reflected in the condensed combined statements of cash flows as a financing activity and in the condensed combined balance sheets as Net parent investment .
The following table summarizes the components of net transfers to Parent for the three months ended March 31, 2022 and 2021:
Three months ended March 31,
2022 2021
Cash pooling and general financing activities (1)
$ 78.5 $ 146.7
Corporate and segment allocations ( 30.6 ) ( 32.0 )
Taxes deemed settled with Parent 1.6 ( 6.7 )
Net Consideration paid to Parent in connection with the spin off 1,266.0 —
Related party senior secured notes 197.0 —
Other transfers to Parent, net 78.0 1.2
Net transfers to Parent (Note 2) $ 1,590.5 $ 109.2
Dollar amounts are in millions except per share amounts or as otherwise specified.
7
Table of Contents
(1) The nature of activities includes financing activities for capital transfers, cash sweeps and other treasury services. As part of this activity, cash balances are swept to BD on a daily basis under the BD Treasury function and the Company receives capital from BD for its cash needs.
The following table summarizes the components of the net transfers to Parent for the six months ended March 31, 2022 and 2021:
Six months ended March 31,
2022 2021
Cash pooling and general financing activities (1)
$ 255.9 $ 303.1
Corporate and segment allocations, excluding non-cash share-based compensation ( 50.4 ) ( 53.7 )
Taxes deemed settled with Parent ( 16.2 ) ( 26.5 )
Net transfers to Parent as reflected in the condensed combined statements of cash flows 189.3 222.9
Share-based compensation expense ( 8.5 ) ( 6.7 )
Pension expense ( 3.6 ) ( 4.9 )
Net Consideration paid to Parent in connection with the spin off 1,266.0 —
Related party senior secured notes 197.0 —
Other transfers to (from) Parent, net 84.1 ( 10.3 )
Net transfers to Parent (Note 2) $ 1,724.3 $ 201.0
(1) The nature of activities includes financing activities for capital transfers, cash sweeps and other treasury services. As part of this activity, cash balances are swept to BD on a daily basis under the BD Treasury function and the Company receives capital from BD for its cash needs.
Related Party Senior Secured Notes
On March 31, 2022, embecta issued $ 200.0 million of senior secured notes to BD (the "Related Party Notes") at a discount of $ 3.0 million . The Related Party Notes carry an interest rate of 6.75 % and are due February 2030. Interest payments on the Related Party Notes are due semi-annually in February and August until maturity, with the first interest payment due in August 2022. The discount on the Related Party Notes is reported in the condensed combined balance sheet as a reduction of debt that is amortized as a component of interest expense over the term of the debt using the effective interest method.
The Related Party Notes issued to BD were not issued for cash and instead were subject to a debt-for-debt exchange which occurred on April 1, 2022. As such, the issuance of the Related Party Notes is a non-cash financing activity and is not presented on the condensed combined statements of cash flows for the six months ended March 31, 2022. Refer to Note 14 for further information.
The estimated fair value of the Related Party Notes at March 31, 2022 was $ 200.0 million. Fair value was estimated using inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability and would be considered Level 2 in the fair value hierarchy.
Related Party Trade Receivables Factoring
As part of the spin off, embecta entered into a trade receivables factoring agreement with BD (the "Factoring Agreement"), under which embecta transfers certain trade receivable assets to BD, and pays a service fee calculated as 0.1 % of annual revenues related to countries subject to the Factoring Agreement in exchange for the services provided by BD. Per the terms of the Factoring Agreement, the Company surrenders control of such trade receivables upon transfer. Accordingly, embecta accounts for the transfer as sales of trade receivables by recognizing an increase to Cash and cash equivalents and a decrease to Trade Receivables, net on the condensed combined balance sheets when proceeds from the transactions are received. The transfers are presented on the condensed combined statements of cash flows as operating activities and the related service fee is presented as a component of Other income (expense), net in the condensed combined statements of income.
As of March 31, 2022, the Company transferred $ 105.2 million of trade receivables to BD pursuant to the Factoring Agreement. The service fee incurred by the Company during the three and six months ended March 31, 2022 was immaterial to the Company's condensed combined financial results.
Note 4 — Spin-off Costs
In connection with the spin off further described in Note 1, the Company incurred separation and stand-up costs of approximately $ 7.4 million and $ 15.8 million during the three and six months ended March 31, 2022, respectively,
Dollar amounts are in millions except per share amounts or as otherwise specified.
8
Table of Contents
reflected within Other operating expenses in the condensed combined statements of income. The costs incurred primarily consist of costs associated with legal, supply chain, employee retention and certain other costs to establish certain stand-alone functions to transition to being a stand-alone entity. There were no spin off costs incurred during the three and six months ended March 31, 2021.
The total amount of spin off costs accrued as of March 31, 2022 and September 30, 2021 was approximately $ 1.0 million and $ 1.6 million , respectively.
Note 5 — Contingencies
The Company regularly monitors and evaluates the status of product liability and other legal matters, and may, from time-to-time, engage in settlement and mediation discussions taking into consideration developments in the matters and the risks and uncertainties surrounding litigation. These discussions could result in settlements of one or more of these claims at any time. The Company has not identified material legal matters where it believes an unfavorable, material outcome is probable and estimable and, therefore, no reserve is established. Although management currently believes that resolving claims against the Company, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. It is possible that an unfavorable outcome resulting from legal matters or other contingencies could have a material impact on the liquidity, results of operations or financial condition of the Company.
Significant judgment is required in both the determination of probability of loss and the determination as to whether the amount can be reasonably estimated. Accruals are based only on information available at the time of the assessment, due to the uncertain nature of such matters. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s results of operations in a given period. The Company was not a party to any material legal proceedings at March 31, 2022 or September 30, 2021, nor is it a party to any material legal proceedings as of the date of issuance of these condensed combined financial statements.
Note 6 — Revenues
The Company’s policies for recognizing sales have not changed from those described in the Company’s Registration Statement on Form 10. The Company sells syringes, pen needles and other products used in the treatment of diabetes which are sold to wholesalers and distributors, which in turn sell these products to customers through retail and acute care hospitals, clinics and other institutional channels. End-users of the Company’s products include healthcare institutions, physicians, life science researchers, clinical laboratories, the pharmaceutical industry, and the general public.
Measurement of Revenues
Payment terms extended to the Company’s customers are based upon commercially reasonable terms for the markets in which the Company’s products are sold. Because the Company generally expects to receive payment within one year or less from when control of a product is transferred to the customer, the Company does not generally adjust its revenues for the effects of a financing component. The Company’s allowance for doubtful accounts reflects the current estimate of credit losses expected to be incurred over the life of its trade receivables. Such estimated credit losses are determined based on historical loss experiences, customer specific credit risk, and reasonable and supportable forward-looking information, such as country or regional risks that are not captured in the historical loss information. Amounts are written off against the allowances for doubtful accounts when the Company determines that a customer account is uncollectible. The allowance for doubtful accounts for trade receivables is not material to the Company’s condensed combined financial results.
The Company’s gross revenues are subject to a variety of deductions which are recorded in the same period that the underlying revenues are recognized. Such variable consideration includes rebates, sales discounts, and sales returns. Because these deductions represent estimates of the related obligations, judgment is required when determining the impact of these revenue deductions on gross revenues for a reporting period. Rebates provided by the Company are based upon prices determined under the Company’s agreements primarily with its end-user customers. Additional factors considered in the estimate of the Company’s rebate liability include the quantification of inventory that is either in stock at or in transit to the Company’s distributors, as well as the estimated lag time between the sale of product and the payment of corresponding rebates. The Company’s rebate liability at March 31, 2022 and September 30, 2021 was $ 43.1 million and $ 71.7 million, respectively. Rebates recorded as a reduction of gross revenues during the three months ended March 31, 2022 and 2021 were $ 69.1 million and $ 71.0 million, respectively. Rebates recorded as a reduction of gross revenues during the six months ended March 31, 2022 and 2021 were $ 145.5 million and $ 143.1 million, respectively. Sales discounts and sales returns were not material.
Dollar amounts are in millions except per share amounts or as otherwise specified.
9
Table of Contents
Disaggregation of Revenues
Disaggregation of revenue by geographic region is provided within Note 7.
Contract Assets and Liabilities
The Company does not have contract liabilities. Contract assets consist of the Company’s right to consideration that is conditional upon its future performance pursuant to private label agreements and are presented within Prepaid expenses and other on the condensed combined balance sheets.
The Company’s contract asset balance was $ 1.5 million as of March 31, 2022 and $ 1.4 million as of September 30, 2021.
Note 7 — Segment and Geographical Data
Operating segments are identified as components of an enterprise in which discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding assessing business performance and allocating resources and capital. Management has concluded that the Company operates in one segment based upon the information used by the CODM in evaluating the performance of the Company’s business and allocating resources and capital.
Disaggregation of Revenues
The Company has distribution agreements with regional or national distributors (including wholesalers and medical suppliers) to ensure broad availability of its products as well as a direct sales force in certain countries and regions around the world. In the United States and Canada, the Company utilizes its field-based sales representatives and internal sales teams. In certain markets within Europe, the Company has dedicated sales representatives and in certain regions of the Middle East and Africa, the Company has distribution agreements. In Greater Asia, the Company has distribution agreements and in China, the Company relies on its own commercial team to support sales execution. In Latin America, the Company maintains distribution agreements and direct sales representatives.
The Company disaggregates its revenue by geography as management believes this category best depicts how the nature, amount and timing of revenues and cash flows are affected by economic factors.
Revenues by geographic region are as follows:
Three months ended March 31, Six months ended March 31,
2022 2021 2022 2021
United States $ 139.8 $ 148.4 $ 290.7 $ 297.9
International (1)
134.7 135.8 273.1 271.6
Total $ 274.5 $ 284.2 $ 563.8 $ 569.5
(1) During the three and six months ended March 31, 2022 and 2021, no individual country outside of the United States generated revenue that represented more than 10.0% of total revenues.
Note 8 — Share-Based Compensation
The following disclosure represents share-based compensation attributable to the Company based on the awards and terms previously granted to Company employees under BD share-based payment plans, and is representative of only those employees who are dedicated to the Company unless otherwise noted. Share-based compensation allocated to the Company for BD Corporate and Medical Segment employees who are not dedicated to the Company are included as a component of corporate allocations. The allocation of share-based compensation for BD Corporate and Medical Segment employees was $ 1.1 million and $ 1.1 million for the three months ended March 31, 2022 and 2021, respectively, and $ 2.7 million and $ 2.7 million for the six months ended March 31, 2022 and 2021, respectively.
Share-Based Compensation Expense
The fair value of share-based payments is recognized as compensation expense. BD estimates forfeitures based on experience at the time of grant and adjusts expense to reflect actual forfeitures.
Dollar amounts are in millions except per share amounts or as otherwise specified.
10
Table of Contents
The amounts and location of compensation cost relating to both the Company’s employees and an allocation for BD Corporate and Medical Segment employees included in the condensed combined statements of income is as follows:
Three months ended March 31, Six months ended March 31,
2022 2021 2022 2021
Cost of products sold $ 0.7 $ 0.6 $ 1.7 $ 1.5
Selling and administrative expense 2.8 1.7 5.7 3.9
Research and development expense 0.4 0.6 1.1 1.3
Total Share-Based Compensation Expense $ 3.9 $ 2.9 $ 8.5 $ 6.7
Tax benefit associated with share-based compensation costs recognized $ 1.0 $ 0.7 $ 2.0 $ 1.6
Note 9 — Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets consisted of:
March 31, 2022 September 30, 2021
Amortized intangible assets
Patents – gross $ 22.6 $ 21.2
Less: accumulated amortization ( 7.3 ) ( 6.9 )
Patents – net $ 15.3 $ 14.3
Customer Relationships and Other – gross $ 5.3 $ 5.4
Less: accumulated amortization ( 1.6 ) ( 1.4 )
Customer Relationships and Other – net $ 3.7 $ 4.0
Total amortized intangible assets $ 19.0 $ 18.3
Goodwill 15.7 15.6
Total Goodwill and Other Intangible Assets $ 34.7 $ 33.9
Intangible asset amortization expense was $ 0.3 million and $ 0.5 million for the three months ended March 31, 2022 and 2021, respectively, and $ 0.3 million and $ 0.5 million for the six months ended March 31, 2022 and 2021, respectively.
Note 10 — Long-Term Debt
Senior Secured Notes
On February 10, 2022, and in connection with the spin off, embecta issued $ 500.0 million aggregate principal amount of 5.00 % senior secured notes due February 15, 2030 (the “Notes”). Interest payments on the Notes are due semi-annually in February and August until maturity, with the first interest payment due in August 2022 .
Credit Agreement
On March 31, 2022, embecta entered into a credit agreement (the “Credit Agreement”), providing for:
• a Term Loan B Facility (the "Term Loan") in the amount of $ 950.0 million, with a seven -year term that matures in March 2029. The interest rate is 300 basis points over the secured overnight financing rate (“SOFR”), with a 0.50 % SOFR floor. The Term Loan was issued at a discount of 0.50 %. As of March 31, 2022, the initial draw of the Term Loan was for a 3-month period at an interest rate of 3.65 %. Principal and interest payments on the Term Loan will begin on June 30, 2022. Such quarterly principal payments are calculated as 0.25 % of the initial principal amount, with the remaining balance payable upon maturity; and
• a Revolving Credit Facility (the "Revolving Credit Facility") in an aggregate principal amount of up to $ 500.0 million, with a five -year term that matures in 2027. Borrowings under the Revolving Credit Facility bear interest, at embecta’s option, at an annual rate equal to (a) in the case of loans denominated in U.S. dollars (i) the SOFR or (ii) the alternate base rate or (b) in the case of loans denominated in Euros, the EURIBOR rate, in each case plus an applicable margin specified in the credit agreement. A commitment fee applies to the unused portion of the Revolving Credit Facility, equal to 0.25 % per annum. As of March 31, 2022, no amount has been drawn on the Revolving Credit Facility.
Dollar amounts are in millions except per share amounts or as otherwise specified.
11
Table of Contents
The Credit Agreement and the indenture for the Notes contain customary financial covenants, including a total net leverage ratio covenant, which measures the ratio of (i) consolidated total net debt to (ii) consolidated earnings before interest, taxes, depreciation and amortization, and subject to other adjustments, must meet certain defined limits which are tested on a quarterly basis in accordance with the terms of the Credit Agreement and Notes. In addition, the Credit Agreement contains covenants that will limit, among other things, embecta’s ability to prepay, redeem or repurchase its subordinated and junior lien debt, incur additional debt, make acquisitions, merge with other entities, pay dividends or distributions, redeem or repurchase equity interests, and create or become subject to liens.
The following is a summary of embecta's total debt outstanding as of March 31, 2022:
Term Loan due 2029 $ 950.0
5.00 % senior secured notes due 2030
500.0
Total principal debt issued $ 1,450.0
Less: current debt obligations ( 9.5 )
Less: debt issuance costs and discounts ( 36.8 )
Long-term debt (1)
$ 1,403.7
(1) Excludes Related Party Notes (See Note 3) .
Long-term debt is recorded at amortized cost. During the three months ended March 31, 2022, embecta incurred approximately $ 36.7 million of debt issuance costs associated with the Credit Agreement and Note issuances. The Term Loan was issued at a discount of $ 5.8 million.
The debt issuance costs on the Term Loan and the Notes and the discount on the Term Loan are reported in the condensed combined balance sheet as a reduction of debt that are amortized as a component of interest expense over the term of the related debt using the effective interest method. The unamortized debt issuance costs related to the Term Loan and the Notes and the discount on the Term Loan approximate $ 36.8 million as of March 31, 2022.
The debt issuance costs on the Revolving Credit Facility are reported in the condensed combined balance sheet as a component of Other assets and are amortized over the term of the Revolving Credit Facility as a component of interest expense using the effective interest method. The unamortized debt issuance costs related to Revolving Credit Facility approximate $ 5.6 million as of March 31, 2022.
During the three and six months ended March 31, 2022, embecta incurred approximately $ 3.4 million of interest expense related to the $ 500.0 million of senior secured 5.00 % notes and approximately $ 1.0 million of interest expense related to the Term Loan. These amounts are included within Interest expense in the condensed combined statements of income.
embecta utilized the aggregate proceeds received from the issuance of the Notes and the Term Loan to make a distribution payment of approximately $ 1,466.0 million to BD in connection with the spin off. The $ 1,466.0 million payment to BD for the consideration for assets transferred consisted of $ 1,266.0 million of cash and $ 200.0 million of Related Party Notes (see Note 3).
The schedule of principal payments required on long-term debt for the next five fiscal years and thereafter is as follows:
2022 $ 4.8
2023 $ 9.5
2024 $ 9.5
2025 $ 9.5
2026 $ 9.5
Thereafter $ 1,407.3
The estimated fair value of long-term debt (including current portion) at March 31, 2022 was $ 1,409.5 million compared with a carrying value (which includes a reduction for amortized debt issuance costs and discounts) of $ 1,413.2 million. Fair value was estimated using inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability and would be considered Level 2 in the fair value hierarchy.
Note 11 — Earnings per Share
On April 1, 2022, the effective date of the spin off, 57,797,841 shares of embecta's common stock, par value $ 0.01 per share, were distributed to BD shareholders of record as of March 22, 2022, the record date of the transaction. This share amount is utilized for the calculation of basic and diluted earnings per share for all periods presented prior to the spin off. For the three and six months ended March 31, 2022 and 2021, these shares are treated as issued and outstanding for
Dollar amounts are in millions except per share amounts or as otherwise specified.
12
Table of Contents
purposes of calculating historical earnings per share. For periods prior to the spin off, it is assumed that there are no dilutive equity instruments as there were no equity awards of embecta outstanding prior to the spin off.
On April 1, 2022, embecta also granted 48,192 of potential shares to non-employee directors in the form of restricted stock units ("RSUs"), which vest at the earlier of (i) the first anniversary of the grant date or (ii) the date of the first annual meeting of shareholders, subject to continued employment of the recipients.
On April 4, 2022 and in connection with the spin off, embecta granted 860,611 of potential shares to members of the embecta leadership team as a one-time sign-on equity grant, subject to continued employment, comprised of the following:
• 172,787 grants of time-vested restricted stock units (“TVUs”) which cliff vest on the third anniversary after grant date;
• 528,167 grants of stock appreciation rights (“SARs”) which cliff vest on the third anniversary after grant date and;
• 27,653 of TVUs and 132,004 of SARs granted to the CEO which vest evenly over three and four years , respectively.
The awards granted to members of embecta's leadership team and non-employee directors were not included in the computation of diluted earnings per share for the three and six months ended March 31, 2022 and 2021.
Three months ended March 31, Six months ended March 31,
2022 2021 2022 2021
Net Income $ 79.6 $ 107.9 $ 178.4 $ 213.2
Number of Basic and Diluted Shares Outstanding 57,797,841 57,797,841 57,797,841 57,797,841
Earnings per share - basic and diluted $ 1.38 $ 1.87 $ 3.09 $ 3.69
Note 12 — Financial Instruments and Fair Value Measurements
The following reconciles Cash and cash equivalents reported within the condensed combined balance sheets as of March 31, 2022 and September 30, 2021, to the total amounts shown on the condensed combined statements of cash flows:
March 31, 2022 September 30, 2021
Cash and cash equivalents $ 264.3 $ —
Cash and cash equivalents as of March 31, 2022 includes cash held in money market funds and other cash equivalents. All cash and cash equivalents are Level 1 in the fair value hierarchy.
Nonrecurring Fair Value Measurements
Non-financial assets, including property, plant and equipment as well as intangible assets, are measured at fair value when there are indicators of impairment and these assets are recorded at fair value only when an impairment is recognized. These measurements of fair value are generally based upon Level 3 inputs, including values estimated using the income approach.
During the six months ended March 31, 2021, the Company recorded impairment charges related to certain construction in progress assets related to discontinued projects totaling $ 10.0 million. The impairment charges were recorded to adjust the carrying amount of the assets to the assets’ fair values, which were estimated through a discounted cash flow model that utilized Level 3 inputs. The impairment charges are recognized within Cost of products sold in the condensed combined statement of income. There were no impairment charges during the three and six months ended March 31, 2022.
Concentration of Credit Risk
As of March 31, 2022, the Company’s operations form part of BD’s monitoring of concentrations of credit risk associated with financial institutions with which BD conducts business. Therefore, the Company is exposed to credit loss in the event of nonperformance by such financial institutions. However, this loss is limited to the amounts, if any, by which the obligations of the counterparty to the financial instrument contract exceed the obligations of BD. BD also minimizes exposure to credit risk by dealing with a diversified group of major financial institutions.
Substantially all of the Company’s trade receivables are due from public and private entities involved in the healthcare industry. The Company does not normally require collateral from its customers. As of March 31, 2022, the Company had transferred the majority of its trade receivables to BD under the Factoring Agreement (see Note 3). As a result, the Company is no longer exposed to credit risk associated with those transferred receivables and does not have material credit risk exposure associated with the remaining $ 15.2 million of trade receivables. Three of the Company’s customers represent at least 10.0% of total revenues individually and, in the aggregate, represent approximately 43.6 % for the three
Dollar amounts are in millions except per share amounts or as otherwise specified.
13
Table of Contents
months ended March 31, 2022, and two customers represent at least 10.0% of total revenues individually and, in the aggregate, represent 31.2 % of total revenues for the six months ended March 31, 2022.
Note 13 — Property, Plant and Equipment
Property, Plant and Equipment, Net consisted of:
As of March 31, 2022 As of September 30, 2021
Land $ 1.6 $ 3.6
Buildings 98.2 120.4
Machinery, equipment and fixtures 522.7 570.8
Leasehold improvements 6.5 6.1
Construction in progress 145.7 190.8
$ 774.7 $ 891.7
Less: accumulated depreciation ( 419.0 ) ( 440.7 )
Total Property, Plant and Equipment, Net $ 355.7 $ 451.0
The Company's property, plant and equipment assets as of March 31, 2022 decreased by $ 95.3 million, primarily due to various transfer of assets from Embecta to BD. Approximately $ 67.5 million of these transferred assets relate to construction-in-progress machinery and equipment, primarily driven by the transfer of a production line in Ireland. Additionally, there was $ 4.8 million and $ 3.7 million of machinery and equipment transferred to BD from China and the United States, respectively. These assets will be retained by BD subsequent to the spin off. The remaining difference is due to a stronger U.S. dollar as compared to the prior-year period, which resulted in a decrease in Euro denominated property, plant and equipment.
Note 14 — Subsequent Events
Management has evaluated subsequent events through May 13, 2022, the date the condensed combined financial statements were available to be issued and determined that no subsequent events have occurred that would require recognition in the condensed combined financial statements or disclosure in the notes to the condensed combined financial statements, except as described below:
Spin off Update
On April 1, 2022, the spin off was completed and became effective at 12:01 a.m. Eastern Daylight time. In connection with the spin off, 57,797,841 of embecta's outstanding shares of common stock, par value $ 0.01 per share, were distributed to BD stockholders of record as of the close of business on March 22, 2022.
6.75 % Senior Secured Notes due 2030
On April 1, 2022, BD transferred the related party senior secured notes with a notional of $ 200.0 million issued by embecta to Morgan Stanley in exchange for certain notes of BD that were purchased by Morgan Stanley pursuant to a tender offer. Morgan Stanley then sold the 6.75 % senior secured notes to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended. As of April 1, 2022, the senior secured notes became third party debt of embecta.
embecta and BD Agreements
In connection with the spin off, BD and embecta have entered into various agreements to affect the spin off and provide a framework for the relationship between BD and embecta after the spin off, including a separation and distribution agreement, a transition services agreement, a tax matters agreement, an employee matters agreement, a cannula supply agreement, contract manufacturing agreements, an intellectual property matters agreement, a logistics services agreement, distribution agreements and other transaction agreements.
As of April 1, 2022, the Factoring Agreement is no longer an arrangement with a related party. embecta will continue to account for the transfer as sales of trade receivables and maintain the same presentation of amounts arising from the Factoring Agreement on the condensed combined balance sheets and condensed combined statements of income and cash flows.
Dollar amounts are in millions except per share amounts or as otherwise specified.
14
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.