Embecta Corp. 10-Q

Item 1. Financial Statements. Condensed Consolidated Statements of Income Embecta Corp. (Unaudited) Three Months Ended December 31, 2023 2022 Revenues $ 277.3 $ 275.7 Cost of products sold 91.4 86.9 Gross Profit $ 185.9 $ 188.8 Operating expenses: Selling and administrative expense 90.3 72.8 Research and development expense 20.2 16.9 Other operating expenses 29.9 10.3 Total Operating Expenses $ 140.4 $ 100.0 Operating Income $ 45.5 $ 88.8 Interest expense, net ( 27.7 ) ( 25.6 ) Other income (expense), net ( 3.5 ) ( 7.1 ) Income Before Income Taxes $ 14.3 $ 56.1 Income tax provision (benefit) ( 5.8 ) 20.9 Net Income $ 20.1 $ 35.2 Net Income per common share: Basic $ 0.35 $ 0.62 Diluted $ 0.35 $ 0.61 See notes to the Unaudited Condensed Consolidated Financial Statements. Dollar amounts are in millions except per share amounts or as otherwise specified. 1 Table of Contents Condensed Consolidated Statements of Comprehensive Income Embecta Corp. (Unaudited) Three Months Ended December 31, 2023 2022 Net Income $ 20.1 $ 35.2 Other Comprehensive Income, net of tax Foreign currency translation adjustments 11.6 26.0 Other Comprehensive Income $ 11.6 $ 26.0 Comprehensive Income $ 31.7 $ 61.2 See notes to the Unaudited Condensed Consolidated Financial Statements. Dollar amounts are in millions except per share amounts or as otherwise specified. 2 Table of Contents Condensed Consolidated Balance Sheets Embecta Corp. December 31, 2023 September 30, 2023 (Unaudited) Assets Current Assets Cash and cash equivalents $ 298.7 $ 326.5 Trade receivables, net (net of allowance for doubtful accounts of $ 1.2 million and $ 1.0 million as of December 31, 2023 and September 30, 2023, respectively) 96.1 16.7 Inventories: Materials 32.9 32.1 Work in process 11.7 8.1 Finished products 104.6 111.9 Total Inventories $ 149.2 $ 152.1 Amounts due from Becton, Dickinson and Company 110.3 142.4 Prepaid expenses and other 65.2 111.4 Total Current Assets $ 719.5 $ 749.1 Property, Plant and Equipment, Net 301.3 300.2 Goodwill and Intangible Assets 24.3 24.7 Deferred Income Taxes and Other Assets 172.7 140.4 Total Assets $ 1,217.8 $ 1,214.4 Liabilities and Equity Current Liabilities Accounts payable $ 42.1 $ 53.5 Accrued expenses 122.2 118.1 Amounts due to Becton, Dickinson and Company 57.6 73.1 Salaries, wages and related items 57.4 62.1 Current debt obligations 9.5 9.5 Current finance lease liabilities 3.7 3.6 Income taxes 34.1 33.6 Total Current Liabilities $ 326.6 $ 353.5 Deferred Income Taxes and Other Liabilities 60.7 57.2 Long-Term Debt 1,592.9 1,593.9 Non Current Finance Lease Liabilities 31.1 31.5 Commitments and Contingencies Embecta Corp. Equity Common stock, $ 0.01 par value Authorized - 250,000,000 Issued and outstanding - 57,573,497 as of December 31, 2023 and 57,333,353 as of September 30, 2023 $ 0.6 $ 0.6 Additional paid-in capital 33.4 27.9 Accumulated deficit ( 530.0 ) ( 541.1 ) Accumulated other comprehensive loss ( 297.5 ) ( 309.1 ) Total Equity $ ( 793.5 ) $ ( 821.7 ) Total Liabilities and Equity $ 1,217.8 $ 1,214.4 See notes to the Unaudited Condensed Consolidated Financial Statements. Dollar amounts are in millions except per share amounts or as otherwise specified. 3 Table of Contents Condensed Consolidated Statements of Equity Embecta Corp. (Unaudited) Common Stock Shares Par Value Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Total Balance at October 1, 2022 57,055,327 $ 0.6 $ 10.0 $ ( 577.1 ) $ ( 324.9 ) $ ( 891.4 ) Net income attributable to Embecta Corp. — — — 35.2 — 35.2 Other comprehensive loss, net of taxes — — — — 26.0 26.0 Stock-based compensation plans — — 5.5 — — 5.5 Dividends declared ($ 0.15 per share) — — — ( 8.6 ) — ( 8.6 ) Issuance of shares related to stock-based compensation plans 158,430 — ( 2.8 ) — — ( 2.8 ) Balance at December 31, 2022 57,213,757 $ 0.6 $ 12.7 $ ( 550.5 ) $ ( 298.9 ) $ ( 836.1 ) Balance at October 1, 2023 57,333,353 $ 0.6 $ 27.9 $ ( 541.1 ) $ ( 309.1 ) $ ( 821.7 ) Net income attributable to Embecta Corp. — — — 20.1 — 20.1 Other comprehensive income, net of taxes — — — — 11.6 11.6 Stock-based compensation plans — — 7.3 — — 7.3 Dividends and dividend equivalents declared ($ 0.15 per share) — — 0.4 ( 9.0 ) — ( 8.6 ) Issuance of shares related to stock-based compensation plans 240,144 — ( 2.2 ) — — ( 2.2 ) Balance at December 31, 2023 57,573,497 $ 0.6 $ 33.4 $ ( 530.0 ) $ ( 297.5 ) $ ( 793.5 ) See notes to the Unaudited Condensed Consolidated Financial Statements. Dollar amounts are in millions except per share amounts or as otherwise specified. 4 Table of Contents Condensed Consolidated Statements of Cash Flows Embecta Corp. (Unaudited) Three Months Ended December 31, 2023 2022 Operating Activities Net income $ 20.1 $ 35.2 Adjustments to net income to derive net cash provided by operating activities: Depreciation and amortization 8.8 7.2 Amortization of debt issuance costs 1.6 1.6 Amortization of cloud computing arrangements 0.4 — Stock-based compensation 7.3 5.5 Deferred income taxes ( 17.0 ) 1.4 Change in operating assets and liabilities: Trade receivables, net ( 78.6 ) 3.0 Inventories 4.1 ( 14.7 ) Due from/due to Becton, Dickinson and Company 17.1 ( 9.5 ) Prepaid expenses and other 43.7 ( 6.6 ) Accounts payable, accrued expenses and other current liabilities ( 15.7 ) 19.4 Income and other net taxes payable 4.4 18.2 Other assets and liabilities, net ( 9.3 ) ( 0.3 ) Net Cash (Used for) Provided by Operating Activities $ ( 13.1 ) $ 60.4 Investing Activities Capital expenditures $ ( 2.7 ) $ ( 4.7 ) Net Cash Used for Investing Activities $ ( 2.7 ) $ ( 4.7 ) Financing Activities Payments on long-term debt $ ( 2.4 ) $ ( 2.4 ) Payments related to tax withholding for stock-based compensation ( 2.2 ) ( 2.8 ) Payments on finance lease ( 0.3 ) ( 0.9 ) Dividend payments ( 8.6 ) — Net Cash Used for Financing Activities $ ( 13.5 ) $ ( 6.1 ) Effect of exchange rate changes on cash and cash equivalents 1.5 4.7 Net Change in Cash and cash equivalents $ ( 27.8 ) $ 54.3 Opening Cash and cash equivalents 326.5 330.9 Closing Cash and cash equivalents $ 298.7 $ 385.2 See notes to the Unaudited Condensed Consolidated Financial Statements. Dollar amounts are in millions except per share amounts or as otherwise specified. 5 Table of Contents Notes to Unaudited Condensed Consolidated Financial Statements Embecta Corp. Note 1 — Background Embecta Corp. ("Embecta" or the "Company") is a leading global medical device company focused on providing solutions to improve the health and well-being of people living with diabetes. The Company has a broad portfolio of marketed products, including a variety of pen needles, syringes and safety devices, which are complemented by a proprietary digital application designed to assist people with managing their diabetes. The Company primarily sells products to wholesalers and distributors that sell to retail and institutional channels who in turn sell to patients or use the products to deliver insulin injections to patients. Note 2 — Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures required by GAAP for complete consolidated financial statements are not included herein. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year. In the Company's opinion, all adjustments necessary for a fair statement of these interim statements have been included and are of a normal and recurring nature. All intercompany transactions and accounts within Embecta have been eliminated. These interim statements should be read in conjunction with the audited financial statements and notes thereto included in Embecta's Annual Report on Form 10-K for the year ended September 30, 2023. 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, depreciable and amortizable lives, sales returns and allowances, rebate accruals, inventory reserves and taxes on income as reflected in the Condensed Consolidated Financial Statements. Actual results could differ from these estimates. Recently Issued Accounting Standards Not Yet Adopted In November 2023, the Financial Account Standard Board issued Accounting Standards Update ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which modifies the disclosure and presentation requirements of reportable segments. This update is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is currently evaluating the impact that this guidance will have on the presentation of its condensed consolidated financial statements and accompanying notes. In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures. This update is effective for annual periods beginning after December 15, 2024 with early adoption permitted. The Company is currently evaluating the impact that this guidance will have on the presentation of its condensed consolidated financial statements and accompanying notes. Reclassification Certain prior period amounts have been reclassified to conform to the current year presentation. Note 3 — Third Party Arrangements and Related Party Disclosures On April 1, 2022, Embecta and Becton, Dickinson and Company ("BD") entered into a Separation and Distribution Agreement (the "Separation and Distribution Agreement"). Pursuant to the Separation and Distribution Agreement, BD agreed to spin off its diabetes care business (the "Diabetes Care Business") into Embecta, a new, publicly traded company (the "Separation"). In connection with the Separation, the Company entered into the Separation and Distribution Agreement, which contains provisions that, among other things, relate to (i) assets, liabilities and contracts to be transferred, assumed and assigned to each of Embecta and BD (including certain deferred assets and liabilities) as part of the Separation, (ii) cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of Embecta's business with Embecta and financial responsibility for the obligations and liabilities of BD’s remaining businesses with BD, (iii) procedures with respect to claims subject to indemnification and related matters, (iv) the allocation among Embecta and BD of rights and obligations under existing insurance policies with respect to occurrences prior to completion of the Separation, as well as the right to proceeds and the obligation to incur certain deductibles under certain insurance policies, and (v) procedures Dollar amounts are in millions except per share amounts or as otherwise specified. 6 Table of Contents governing Embecta’s and BD’s obligations and allocations of liabilities with respect to ongoing litigation matters that may implicate each of BD’s business and Embecta’s business. Agreements that Embecta entered into with BD that govern aspects of Embecta's relationship with BD following the Separation include, but are not limited to the Transition Services Agreements ("TSA"), Trade Receivables Factoring Agreements ("Factoring Agreements"), Distribution Agreements, Cannula Supply Agreement, Tax Matters Agreement, Logistics Services Agreement, employee matters agreement, an intellectual property matters agreement, local support services agreements, certain other manufacturing arrangements and a process services agreement and lease agreement for a manufacturing facility located in Holdrege, Nebraska. For details on the rights and responsibilities of the parties under these agreements refer to Note 4 to the audited Consolidated Financial Statements in Embecta’s Annual Report on Form 10-K for the year ended September 30, 2023 filed with the Securities and Exchange Commission on November 29, 2023 (the “2023 Form 10-K”). In November 2023, a portion of the Factoring Agreement between Embecta and BD for services to the U.S. for the Company’s U.S. subsidiary expired and terminated as a result of our implementation and onboarding of certain systems and services, including, but not limited to, information technology, procurement, quality and regulatory affairs, medical affairs, tax and treasury services, distribution logistics, and shared services infrastructure support for order-to-cash, source-to-pay, and record-to-report, which, for clarity, includes enterprise resource planning (“ERP”) systems (“Business Continuity Processes”) in North America. The amount due from BD under the above agreements was $ 110.3 million at December 31, 2023 and is included in Amounts due from Becton, Dickinson and Company . The amount due to BD under these agreements was $ 57.6 million at December 31, 2023 and is included in Amounts due to Becton, Dickinson and Company . The closing of the transfers of certain assets and liabilities related to the Diabetes Care Business in certain jurisdictions, including China, Mexico, and Italy, as contemplated by the Separation and Distribution Agreement did not occur at Separation. The transfers of the relevant local assets and liabilities for these deferred countries are expected to close at a future date. As of December 31, 2023, the Company estimates that amounts due to BD related to certain assets and liabilities in deferred close jurisdictions is $ 13.5 million and are reflected in Accrued expenses . As of December 31, 2023, the Company estimates that amounts due from BD related to certain assets and liabilities in deferred close jurisdictions are $ 7.4 million and is reflected in Prepaid expenses and other . Note 4 — Collaboration Agreement In March 2023, the Company entered into a collaboration agreement with a third-party to develop and commercialize an interoperable automated glycemic controller ("iAGC") to complement the Company's insulin patch pump currently in development. The Company believes that both parties are active participants in the operating activities of the collaboration and exposed to certain risks and rewards depending on commercial success. Upon successful commercialization of the iAGC, the Company will be responsible for the sales and marketing effort and would pay a royalty to the third-party based on future product sales to customers. The Company expects that it will be the principal in the end customer sale and 100% of product sales will be included in Revenues and any royalty payments and continued project costs after commercialization will be included in Cost of products sold as they are incurred. Note 5 — Other Operating Expenses In connection with the Separation, the Company incurred separation and stand-up costs of approximately $ 26.4 million and $ 9.9 million during the three months ended December 31, 2023 and 2022, respectively. The costs incurred primarily consist of costs associated with accounting, auditing, legal services, supply chain, employee retention, the implementation of the Company's new ERP system, and certain other costs to establish certain Business Continuity Processes and stand-alone functions to assist with the transition to being a stand-alone entity. During the three months ended December 31, 2023, the Company recorded approximately $ 1.9 million of severance costs related to the optimization of certain business functions. These costs were primarily recorded in the U.S. Severance costs related to the optimization of certain business functions were not material in the comparable prior year period. Liabilities for costs associated with these activities were not material to any period presented. Note 6 — Contingencies The Company was not a party to any material legal proceedings at December 31, 2023 or September 30, 2023, nor is it a party to any material legal proceedings as of the date of issuance of these Condensed Consolidated Financial Statements. Dollar amounts are in millions except per share amounts or as otherwise specified. 7 Table of Contents Note 7 — Revenues The Company’s policies for recognizing sales have not changed from those described in the 2023 Form 10-K. The Company sells syringes, pen needles and other products used in the management of diabetes which are primarily sold to wholesalers and distributors that sell to retail and institutional channels who in turn sell to patients or use the products to deliver insulin injections to patients. 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 Consolidated Financial Statements. 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 liability attributed to variable consideration at December 31, 2023 and September 30, 2023 was $ 118.0 million and $ 36.4 million, respectively. Sales deductions recorded as a reduction of gross revenues for the three months ended December 31, 2023 and 2022 were $ 126.7 million and $ 92.6 million, respectively. Disaggregation of Revenues Disaggregation of revenue by geographic region is provided within Note 8. 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 in the Condensed Consolidated Balance Sheets. The Company’s contract asset balance was $ 1.2 million as of both December 31, 2023 and September 30, 2023. Note 8 — 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 large and small key account managers that call on payers, retailers, wholesalers and institutional customers, and field-based territory managers that call on health care providers and pharmacies. 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 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. Dollar amounts are in millions except per share amounts or as otherwise specified. 8 Table of Contents Revenues by geographic region are as follows: Three months ended December 31, 2023 2022 United States $ 148.6 $ 149.3 International (1) 128.7 126.4 Total $ 277.3 $ 275.7 (1) For the three months ended December 31, 2023 and 2022, no individual country outside of the United States generated net revenues that represented more than 10.0% of total revenues. Note 9 — Stock-Based Compensation Stock-Based Compensation Expense Total direct and allocated stock-based compensation expense for the three months ended December 31, 2023 and 2022 and the respective income tax benefits recognized by the Company in the Condensed Consolidated Statements of Income are as follows: Three months ended December 31, 2023 2022 Cost of products sold $ 0.9 $ 0.6 Selling and administrative expense 5.9 4.6 Research and development expense 0.6 0.3 Total Stock-Based Compensation Expense $ 7.4 $ 5.5 Tax benefit associated with stock-based compensation costs recognized $ 0.7 $ 1.3 The following table summarizes the Company's total stock-based compensation expense by classification of award for the three months ended December 31, 2023 and 2022: 2023 2022 Equity Awards $ 7.3 $ 5.5 Liability Awards 0.1 — Total $ 7.4 $ 5.5 The following table summarizes the Company's total stock-based compensation expense by award type for the three months ended December 31, 2023 and 2022: 2023 2022 Time-Vested Restricted Stock Units (TVUs) $ 5.4 $ 4.1 Performance-Based Restricted Stock Units (PSUs) 0.9 0.1 Stock Appreciation Rights (SARs) 1.1 1.3 Total $ 7.4 $ 5.5 Time Vested Restricted Stock Units ("TVUs") During the three months ended December 31, 2023 , Embecta granted 1,277,644 restricted stock units ("RSUs") in the form of TVUs to employees which vest ratably over three years , subject to continued employment of the recipients. These awards accumulate dividend equivalents, which are provided as additional units and are subject to the same vesting requirements as the underlying grant. Dollar amounts are in millions except per share amounts or as otherwise specified. 9 Table of Contents A summary of TVUs outstanding as of December 31, 2023 and changes during the three months ended December 31, 2023 are as follows: RSUs (in thousands) Weighted Average Grant Date Fair Value Nonvested at October 1 1,188.8 $ 29.42 Granted 1,277.6 17.52 Distributed* ( 370.6 ) 29.11 Forfeited, canceled or expired ( 17.3 ) 29.21 Nonvested at December 31 2,078.5 $ 22.16 Expected to vest at December 31 1,970.9 $ 22.16 *The RSUs distributed include shares withheld for taxes that are not formally issued to the market. The weighted average grant date fair value of TVUs granted during the three months ended December 31, 2023 is $ 17.52 and the total fair value of TVUs vested during the three months ended December 31, 2023 is $ 10.8 million. At December 31, 2023, the weighted average remaining vesting term of TVUs is 2.3 years. Performance Based Restricted Stock Units ("PSUs") During the three months ended December 31, 2023 , Embecta awarded 531,253 RSUs in the form of PSUs to certain executive officers and employees which vest after three years , subject to continued employment of the recipients and the achievement of certain performance metric targets. The Company has identified certain performance metrics associated with these awards and certain targets will be fully established at a future date. The Company has determined that the service inception date precedes the grant date for these awards as (a) the awards were authorized prior to establishing an accounting grant date, (b) the recipients began providing services prior to the grant date, and (c) there are performance conditions that, if not met by the accounting grant date, will result in the forfeiture of the awards. As the service inception date precedes the accounting grant date, the Company recognizes stock-based compensation expense for each separately-vesting tranche over the requisite service period based on the fair value at each reporting date. These awards accumulate dividend equivalents, which are provided as additional units and are subject to the same vesting requirements as the underlying grant. As of December 31, 2023, there were 709,112 RSUs in the form of PSUs that have been awarded for which a grant date has not yet been established. As of both December 31, 2023 and September 30, 2023, there were approximately 57.8 thousand nonvested PSUs with a weighted average grant date fair value of $ 30.24 . As of December 31, 2023, there were approximately 54.6 thousand nonvested PSUs expected to vest with a weighted average grant date fair value of $ 30.24 . At December 31, 2023, the weighted average remaining vesting term of PSUs is 1.9 years. Stock Appreciation Rights A summary of stock appreciation rights ("SARs") outstanding as of December 31, 2023 and changes during the three months ended December 31, 2023 are as follows: SARs (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance at October 1 1,831.7 $ 29.06 Forfeited, canceled or expired ( 1.2 ) 10.27 Balance at December 31 1,830.5 $ 29.07 7.5 $ 0.1 Vested and expected to vest at December 31 1,775.5 29.04 7.4 $ 0.1 Exercisable at December 31 829.6 $ 27.84 6.8 $ 0.1 Dollar amounts are in millions except per share amounts or as otherwise specified. 10 Table of Contents No SARs w ere exercised during the three months ended December 31, 2023. Unrecognized Stock-Based Compensation Expense and Other Stock Plans The amount of unrecognized compensation expense for all non-vested stock-based awards granted as of December 31, 2023, is approximately $ 49.8 million which is expected to be recognized over a weighted-average remaining life of approximately 2.3 years. At December 31, 2023, 2.6 million shares were authorized for future grants under the 2022 Employee and Director Equity Based Compensation Plan. Note 10 — Goodwill, Intangible Assets, and Cloud Computing Arrangements Goodwill and Intangible Assets Goodwill and Other Intangible Assets consisted of: December 31, 2023 September 30, 2023 Amortized intangible assets Patents – gross $ 10.6 $ 10.6 Less: accumulated amortization ( 4.6 ) ( 4.5 ) Patents – net $ 6.0 $ 6.1 Customer Relationships and Other – gross $ 5.3 $ 5.4 Less: accumulated amortization ( 2.5 ) ( 2.4 ) Customer Relationships and Other – net $ 2.8 $ 3.0 Total amortized intangible assets $ 8.8 $ 9.1 Goodwill 15.5 15.6 Total Goodwill and Other Intangible Assets $ 24.3 $ 24.7 Cloud Computing Arrangements The Company capitalizes costs associated with the development of cloud computing arrangements in a manner consistent with internally developed software. The total balance of capitalized costs associated with these arrangements as of December 31, 2023 and September 30, 2023 is $ 50.4 million and $ 38.0 million, respectively, which primarily relates to the implementation of the Company's new ERP system. These capitalized costs are included in Deferred Income Taxes and Other Assets. Costs amortized during the three months ended December 31, 2023 were $ 0.4 million and are included in Other operating expenses . Costs amortized during the three months ended December 31, 2022 were not material to the Company's condensed consolidated financial results. As of December 31, 2023, cloud computing arrangement assets in-service have useful lives which range from approximately three to nine years . Note 11 — Long-Term Debt 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 %. Principal and interest payments on the Term Loan commenced 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 United States 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 December 31, 2023, no amount has been drawn on the Revolving Credit Facility. The Credit Agreement and the indentures for Embecta's outstanding 5.00 % senior secured notes due February 2030 (the " 5.00 % Notes") and 6.75 % senior secured notes due February 2030 (the " 6.75 % Notes") contain customary financial covenants, including a total net leverage ratio covenant, which measures the ratio of (i) consolidated total net debt to (ii) Dollar amounts are in millions except per share amounts or as otherwise specified. 11 Table of Contents 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 the 5.00 % Notes and 6.75 % 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 December 31, 2023: Term Loan due March 2029 $ 933.4 5.00 % Notes due February 2030 500.0 6.75 % Notes due February 2030 200.0 Total principal debt issued $ 1,633.4 Less: current debt obligations ( 9.5 ) Less: debt issuance costs and discounts ( 31.0 ) Long-term debt $ 1,592.9 The debt issuance costs on the Term Loan, 5.00 % Notes, 6.75 % Notes and the discount on the Term Loan are reported in the Condensed Consolidated Balance Sheets as a reduction of debt and are amortized as a component of Interest expense, net over the term of the related debt using the effective interest method. The schedule of principal payments required on long-term debt for the next five fiscal years and thereafter is as follows: 2024 $ 9.5 2025 9.5 2026 9.5 2027 9.5 2028 9.5 Thereafter 1,585.9 The estimated fair value of long-term debt (including current portion) at December 31, 2023 was $ 1,510.5 million compared with a carrying value (which includes a reduction for unamortized debt issuance costs and discounts) of $ 1,602.4 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 12 — Earnings per Share The calculation of earnings per basic and diluted common share for the three months ended December 31, 2023 and 2023 was as follows: Three Months Ended December 31, ($ in millions and shares in thousands, except per share amounts) 2023 2022 Net Income attributable to Embecta $ 20.1 $ 35.2 Basic weighted average number of shares outstanding 57,486 57,113 Stock awards and equity units (share equivalent) 146 371 Diluted weighted average shares outstanding 57,632 57,484 Earnings per common share - Basic $ 0.35 $ 0.62 Earnings per common share - Diluted $ 0.35 $ 0.61 Earnings per diluted share is computed by giving effect to all potentially dilutive stock awards that are outstanding. The computation of earnings per diluted share excludes the effect of the potential exercise of stock-based awards, when the effect of the potential exercise would be anti-dilutive. For the three months ended December 31, 2023 , and 2022, 3.2 million and 2.0 million of dilutive share equivalents issuable under stock-based compensation plans were excluded from the diluted shares outstanding calculation because the result would have been antidilutive. Dollar amounts are in millions except per share amounts or as otherwise specified. 12 Table of Contents Note 13 — Income Taxes The Company is subject to income tax in the various jurisdictions in which it operates. A significant portion of the Company's earnings are taxed in jurisdictions with tax rates that are lower than the statutory tax rate of the United States. The effective tax rate can vary from quarter to quarter because of changes in the global pretax income or geographical mix of the Company's earnings, changes in tax laws and matters related to tax audits. The effective tax rates were ( 40.6 )% and 37.3 % for the three months ended December 31, 2023 and 2022, respectively. The decrease in the Company’s effective tax rate from the prior comparative period is primarily due to a tax benefit of approximately $ 17.1 million for the establishment of a deferred tax asset related to tax law changes in Switzerland. The tax law changes instituted a higher cantonal tax rate and additional tax basis that is amortizable for income tax purposes over a period of seven years. Note 14 — Financial Instruments and Fair Value Measurements The following reconciles Cash and cash equivalents reported within the Condensed Consolidated Balance Sheets as of December 31, 2023 and September 30, 2023, to the total amounts shown in the Condensed Consolidated Statements of Cash Flows: December 31, 2023 September 30, 2023 Cash and cash equivalents $ 298.7 $ 326.5 Cash and cash equivalents as of December 31, 2023 includes cash held in money market funds and other cash equivalents. All cash and cash equivalents are Level 1 in the fair value hierarchy. Interest income on Cash and cash equivalents was $ 3.4 million and $ 1.1 million for the three months ended December 31, 2023 and 2022, respectively, and is included as a component of Interest expense, net . Foreign Currency Risks and Related Strategies The Company has foreign currency exposures throughout Europe, Asia, Canada and Latin America. Transactional currency exposures that arise from entering into transactions, generally on an intercompany basis, in non-hyperinflationary countries that are denominated in currencies other than the functional currency are mitigated primarily through the use of forward contracts. The notional amounts of the Company’s foreign currency-related derivative instruments were as follows as of December 31, 2023 and September 30, 2023, respectively: Hedge Designation December 31, 2023 September 30, 2023 Foreign exchange contracts (a) Undesignated $ 6.7 $ 6.7 a. Represent hedges of transactional foreign exchange exposures resulting primarily from intercompany payables and receivables. Gains and losses on these instruments are recognized immediately in Other income (expense), net . These gains and losses are largely offset by gains and losses on the underlying hedged items, as well as the hedging costs associated with the derivative instruments. Gains and losses recognized to date on these instruments were not material to the Company's Condensed Consolidated Financial Statements. 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. Concentration of Credit Risk Three of the Company’s customers represented at least 10.0% of total gross revenues individually and, in the aggregate, represented approximately 40.8 % for the three months ended December 31, 2023. Four of the Company's customers represented at least 10.0% of total gross trade receivables individually and, in the aggregate, represented approximately 60.9 % as of December 31, 2023. 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. Dollar amounts are in millions except per share amounts or as otherwise specified. 13 Table of Contents Note 15 — Property, Plant and Equipment Property, Plant and Equipment, Net consisted of: December 31, 2023 September 30, 2023 Land $ 2.4 $ 2.3 Buildings 122.5 124.5 Machinery, equipment and fixtures 580.1 567.2 Leasehold improvements 8.9 9.1 Construction in progress 45.2 44.8 $ 759.1 $ 747.9 Less: accumulated depreciation ( 457.8 ) ( 447.7 ) Total Property, Plant and Equipment, Net $ 301.3 $ 300.2 Note 16 — Leases Finance Leases The Company's finance lease assets and liabilities are attributed to its manufacturing site in Holdrege, Nebraska, which has an initial term of ten years and an option for the Company to extend the lease term for an additional period of up to five years . This lease is classified as a finance lease because the present value of the sum of the lease payments associated with the lease exceeds substantially all of the fair value of the manufacturing site. Operating Leases The Company's operating leases primarily relate to its real estate leases that are not classified as finance leases. Aggregate Lease Information The Company's leases are included in its Condensed Consolidated Balance Sheets as follows: December 31, 2023 September 30, 2023 Finance Leases Property, Plant, and Equipment, Net $ 32.6 $ 33.1 Total Finance Lease Assets $ 32.6 $ 33.1 Current finance lease liabilities $ 3.7 $ 3.6 Non Current Finance Lease Liabilities 31.1 31.5 Total Finance Lease Liabilities $ 34.8 $ 35.1 Weighted-average remaining lease term (years) 13.3 13.5 Weighted-average discount rate 6.8 % 6.8 % Operating Leases Other Assets $ 21.7 $ 23.0 Total Operating Lease Assets $ 21.7 $ 23.0 Accrued expenses $ 6.0 $ 5.9 Deferred Income Taxes and Other Liabilities 14.5 15.4 Total Operating Lease Liabilities $ 20.5 $ 21.3 Weighted-average remaining lease term (years) 7.4 7.3 Weighted-average discount rate 6.9 % 6.9 % Dollar amounts are in millions except per share amounts or as otherwise specified. 14 Table of Contents Supplemental cash flow information related to leases for the three months ended December 31, 2023 and 2022 were as follows: For both the three months ended December 31, 2023 and 2022, right of use assets obtained in exchange for lease liabilities were not material. December 31, 2023 Cash used for amounts included in the measurement of lease liabilities Operating cash flows from Operating Leases $ 1.4 Financing cash flows from Finance Lease 0.3 Operating cash flows from Finance Lease 0.6 For the three months ended December 31, 2022, cash used for amounts included in the measurement of lease liabilities was not material. Maturities of the Company's finance and operating lease liabilities as of December 31, 2023 by fiscal year are as follows: Finance Leases Operating Leases Total 2024 $ 2.7 $ 4.8 $ 7.5 2025 3.7 3.9 7.6 2026 3.7 2.9 6.6 2027 3.8 2.2 6.0 2028 3.9 2.2 6.1 Thereafter 36.2 11.3 47.5 Total lease payments $ 54.0 $ 27.3 $ 81.3 Less: amount representing interest 19.2 6.8 26.0 Present value of lease liabilities $ 34.8 $ 20.5 $ 55.3 Dollar amounts are in millions except per share amounts or as otherwise specified. 15 Table of Contents