Full Press Release Details
EMERGENT BIOSOLUTIONS REPORTS SECOND QUARTER 2025 FINANCIAL RESULTS
Second Quarter 2025 Total Revenues of $140.9 million, above Q2 guidance by $21 million
Second Quarter 2025 Net Loss of $12.0 million and Net Loss Margin of (9)%, an improvement of 96% and 10,200 bps, respectively, versus prior year
Second Quarter 2025 Gross Margin % of 36% and Adjusted Gross Margin % of 49%, an expansion of 6,200 bps and 2,300 bps, respectively, versus prior year
Second Quarter 2025 Adjusted EBITDA of $28.5 million, an increase of 382% versus prior year
Second Quarter 2025 Adjusted EBITDA Margin of 20% of Total Revenues, an improvement of 2,400 bps versus prior year
Raising the low end midpoint of Full Year 2025 Profitability Guidance
GAITHERSBURG, Md., August 6, 2025-Emergent BioSolutions Inc. (NYSE EBS) today reported financial results for the second quarter ended June 30, 2025.
"Our second quarter results exceeded the top end of our revenue guidance by $21 million, and the bottom line exceeded our own internal expectations. In light of this, we are raising the low end midpoint of full year 2025 profitability guidance, reflecting strong execution of our multi-year transformation plan," said Joe Papa, president and CEO of Emergent. "We are making solid progress against key turnaround priorities, driven by improved profitability, expanding margins and sustained positive cash flow. Year to date, we have secured seven biodefense contract modifications, further demonstrating our leadership in medical countermeasures with the U.S. government and allied government stakeholders. We continue to explore potential organic and inorganic opportunities and assess strategic external investments that support stable, long-term growth for the enterprise. With sustained demand for life-saving naloxone, NARCAN Nasal Spray 4 mg and KLOXXADO Nasal Spray 8 mg, as well as an encouraging outlook in our medical countermeasures business, we remain confident in our full year guidance and expect a strong second half of the year."
FINANCIAL HIGHLIGHTS (1)
| ($ in millions, except per share amounts) | Q2 2025 | Q2 2024 | % Change | |||||
| Total Revenues | $ | 140.9 | $ | 254.7 | (45) | % | ||
| Net Loss | $ | (12.0) | $ | (283.1) | 96 | % | ||
| Net Loss per Diluted Share | $ | (0.22) | $ | (5.38) | 96 | % | ||
| Adjusted Net Income (Loss) (2) | $ | 8.6 | $ | (122.0) | 107 | % | ||
| Adjusted Net Income (Loss) per Diluted Share (2) | $ | 0.16 | $ | (2.32) | 107 | % | ||
| Adjusted EBITDA (2) | $ | 28.5 | $ | (10.1) | 382 | % | ||
| Net Loss Margin | (9) | % | (111) | % | ||||
| Adjusted EBITDA Margin (2) | 20 | % | (4) | % | ||||
| Gross Margin % | 36 | % | (26) | % | ||||
| Adjusted Gross Margin % (2) | 49 | % | 26 | % |
Year to Date ( YTD ) 2025 vs YTD 2024
| ($ in millions, except per share amounts) | YTD 2025 | YTD Q2 2024 | % Change | |||||
| Total Revenues | $ | 363.1 | $ | 555.1 | (35) | % | ||
| Net Income (Loss) | $ | 56.0 | $ | (274.1) | 120 | % | ||
| Net Income (Loss) per Diluted Share | $ | 0.99 | $ | (5.23) | 119 | % | ||
| Adjusted Net Income (Loss) (2) | $ | 49.3 | $ | (90.9) | 154 | % | ||
| Adjusted Net Income (Loss) per Diluted Share (2) | $ | 0.87 | $ | (1.73) | 150 | % | ||
| Adjusted EBITDA (2) | $ | 106.1 | $ | 56.8 | 87 | % | ||
| Net Income (Loss) Margin | 15 | % | (49) | % | ||||
| Adjusted EBITDA Margin (2) | 29 | % | 10 | % | ||||
| Gross Margin % | 45 | % | 12 | % | ||||
| Adjusted Gross Margin % (2) | 54 | % | 39 | % |
RECENT BUSINESS UPDATES
Announced a $65.0 million multi-year contract with Ontario Ministry of Health for NARCAN Nasal Spray
Secured $62.4 million contract modification for BAT Botulism Antitoxin Heptavalent (A, B, C, D, E, F, G) - (Equine)
Secured $51.9 million contract modification for CNJ-016 Vaccinia Immune Globulin Intravenous (Human) (VIGIV)
Announced the expansion of NARCANDirect to offer KLOXXADO (naloxone HCl) Nasal Spray and Convenience Kits
Announced Emergent's addition to the Russell 3000 Index, which includes the Russell 2000, Russell 2000 Value and Russell Microcap Indices
Published a comprehensive review article, Brincidofovir in the Era of Mpox, in the peer-reviewed journal Expert Review of Anti-infective Therapy
Announced recognition of over-the-counter naloxone installed in the U.S. House of Representatives buildings
SECOND QUARTER 2025 FINANCIAL PERFORMANCE (1)
The Company uses the following categories in discussing revenues
Naloxone - currently comprises contributions from NARCAN Nasal Spray
Anthrax MCM - comprises contributions from CYFENDUS , previously known as AV7909, BioThrax , Anthrasil and Raxibacumab
Smallpox MCM - comprises contributions from ACAM2000 , VIGIV CNJ-016 and TEMBEXA
Other Products - comprises contributions from BAT and RSDL (3)
All Other Revenues - comprises revenues from the Services operating segment and contracts and grants revenues
| ($ in millions) | Q2 2025 | Q2 2024 | % Change | |||||
| Product sales, net (4) | ||||||||
| Naloxone | $ | 67.5 | $ | 120.0 | (44) | % | ||
| Anthrax MCM | 11.6 | 38.7 | (70) | % | ||||
| Smallpox MCM | 40.6 | 17.9 | 127 | % | ||||
| Other Products | 6.2 | 6.8 | (9) | % | ||||
| Total Product sales, net | $ | 125.9 | $ | 183.4 | (31) | % | ||
| All other revenues | $ | 15.0 | $ | 71.3 | (79) | % | ||
| Total revenues | $ | 140.9 | $ | 254.7 | (45) | % |
Product Sales, net (4)
For Q2 2025, revenues from NARCAN (naloxone HCl) Nasal Spray decreased $52.5 million, or 44%, as compared with Q2 2024. The decrease was primarily driven by lower sales of OTC NARCAN and lower Canadian sales of branded NARCAN , primarily driven by an unfavorable price and volume mix.
For Q2 2025, revenues from Anthrax MCM products decreased $27.1 million, or 70%, as compared with Q2 2024. The decrease primarily reflects the impact of the timing of sales related to CYFENDUS , partially offset by the timing of sales of BioThrax . Anthrax vaccine product sales are primarily made under annual purchase options exercised by the U.S. Government ( USG ). Fluctuations in revenues result from the timing of the exercise of annual purchase options, the timing of USG purchases, the availability of governmental funding and Company delivery of orders that follow.
For Q2 2025, revenues from Smallpox MCM products increased $22.7 million, or 127%, as compared with Q2 2024. The increase was primarily due to higher VIGIV CNJ-016 sales due to timing, partially offset by lower ACAM2000 sales, due to timing. Fluctuations in revenues from Smallpox MCM result from the timing of the exercise of annual purchase options in the existing procurement contracts, the timing of USG purchases, the availability of governmental funding and Company delivery of orders that follow.
For Q2 2025, revenues from Other Product sales decreased $0.6 million, or 9%, as compared with Q2 2024. The decrease was primarily due to no RSDL product sales, which was a result of the sale of RSDL to SERB in the third quarter of 2024, partially offset by higher BAT sales due to timing.
For Q2 2025, revenues from Services decreased $60.3 million, or 93%, as compared with Q2 2024. The decrease was primarily attributable to the one time $50.0 million arbitration settlement with Janssen Pharmaceuticals, Inc. ("Janssen"), one of the Janssen Pharmaceutical Companies of Johnson Johnson, related to the 2022 termination of the manufacturing services agreement with Janssen, coupled with a decrease in revenue from the Company's Camden facility in the current year period, which was sold to Bora Pharmaceuticals in the third quarter of 2024, partially offset by an increase in production at the Company's Winnipeg facility.
Contracts and Grants
For Q2 2025, revenues from contracts and grants increased $4.0 million, or 61%, as compared with Q2 2024. The increase was primarily due to development work in connection with Ebanga .
| ($ in millions) | Q2 2025 | Q2 2024 | % Change | |||||
| Cost of product and services sales, net | $ | 66.9 | $ | 296.1 | (77) | % | ||
| Research and development ("R D") | 12.5 | 32.7 | (62) | % | ||||
| Selling, general and administrative ("SG A") | 43.7 | 85.9 | (49) | % | ||||
| Amortization of intangible assets | 16.2 | 16.3 | (1) | % | ||||
| Impairment of long-lived assets | - | 27.2 | (100) | % | ||||
| Total operating expenses | $ | 139.3 | $ | 458.2 | (70) | % |
Cost of Product and Services Sales, Net
For Q2 2025, cost of product and services sales, net decreased $229.2 million, or 77%, as compared with Q2 2024. The decrease was driven by decreases in cost of Services of $206.9 million, cost of Commercial Product sales of $17.0 million and cost of MCM Product sales of $5.3 million.
Research and Development Expenses
For Q2 2025, R D expenses decreased $20.2 million, or 62% as compared with Q2 2024. The decrease was primarily due to write-offs related to program terminations in the second quarter of 2024 and decreases in overhead and severance related costs. This decrease was partially offset by an increase in costs associated with the EbangaTM development work.
Selling, General and Administrative Expenses
For Q2 2025, SG A expenses decreased $42.2 million, or 49%, as compared with Q2 2024. The decrease was primarily due to an improvement of $21.2 million in professional services fees related to general corporate initiatives in the prior year and legal service fees, coupled with a $17.4 million reduction in compensation and other employee costs as a result of the restructuring initiatives that began during the first quarter of 2023 and a decrease in marketing costs.
Impairment of long-lived assets
For Q2 2025, impairment of long-lived assets decreased $27.2 million, or 100%, due to no impairment recognized in Q2 2025 as compared with Q2 2024. The $27.2 million non-cash impairment charge in the second quarter of 2024 was related to our Bayview and Rockville asset groups within the Bioservices reporting unit.
ADDITIONAL FINANCIAL INFORMATION(1)
Capital Expenditures
| ($ in millions) | Q2 2025 | Q2 2024 | % Change | |||||
| Capital expenditures | $ | 2.9 | $ | 4.6 | (37) | % | ||
| Capital expenditures as a % of total revenues | 2 | % | 2 | % |
For Q2 2025, capital expenditures decreased largely due to lower development activities across the Company's facilities.
REPORTABLE SEGMENT INFORMATION
The Company manages the business with a focus on three operating segments (1) a Commercial Products segment consisting of NARCAN Nasal Spray and KLOXXADO Nasal Spray, which product is currently being integrated into our distribution network, NARCANDirect (2) a MCM Products segment consisting of Anthrax - MCM, Smallpox - MCM and Other products and (3) a services segment consisting of our Bioservices offerings ("Services"). Commercial Products and MCM Products are our two reportable segments. In the first quarter of 2025, the Company's determined that its Services operating segment no longer meets the quantitative thresholds of a reportable segment and did not meet the aggregation criteria set forth in Accounting Standards Codification 280, Segment Reporting, and as such is categorized within "All other revenues" along with "Contracts and Grants". The Company evaluates the performance of these reportable segments based on revenues and segment adjusted gross margin, which is a non-GAAP financial measure. Segment revenue includes external customer sales, but does not include inter-segment services. The Company does not allocate contracts and grants revenue, R D, SG A, amortization of intangible assets, interest and other income (expense) or taxes to its evaluation of the performance of these segments.
SECOND QUARTER 2025 REPORTABLE SEGMENT RESULTS
| ($ in millions) | Commercial Products | ||||||||||
| Quarter Ended June 30, | |||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||
| Revenues | $ | 67.5 | $ | 120.0 | $ | (52.5) | (44) | % | |||
| Cost of sales | 36.4 | 53.4 | (17.0) | (32) | % | ||||||
| Intangible asset amortization | 9.4 | 9.5 | (0.1) | (1) | % | ||||||
| Gross margin ** | $ | 21.7 | $ | 57.1 | $ | (35.4) | (62) | % | |||
| Gross margin % ** | 32 | % | 48 | % | |||||||
| Add back | |||||||||||
| Intangible asset amortization | $ | 9.4 | $ | 9.5 | $ | (0.1) | (1) | % | |||
| Restructuring costs | 0.2 | - | 0.2 | NM | |||||||
| Segment adjusted gross margin (2) | $ | 31.3 | $ | 66.6 | $ | (35.3) | (53) | % | |||
| Segment adjusted gross margin % (2) | 46 | % | 56 | % | |||||||
| ** Gross margin is calculated as revenues less cost of sales and intangible asset amortization. Gross margin % is calculated as gross margin divided by revenues. | |||||||||||
| NM - Not Meaningful |
Cost of Commercial Product sales decreased $17.0 million, or 32%, to $36.4 million for the quarter ended June 30, 2025. The decrease was primarily due to lower sales of OTC NARCAN and lower Canadian sales of branded NARCAN .
Commercial Products gross margin decreased $35.4 million, or 62%, to $21.7 million for the quarter ended June 30, 2025. Commercial Products gross margin percentage decreased 16 percentage points to 32% for the quarter ended June 30, 2025. The decrease was largely due to lower sales of OTC NARCAN and lower branded NARCAN sales, as well as an unfavorable price and volume mix. Commercial Products segment adjusted gross margin in the current year period excludes the impact of intangible asset amortization of $9.4 million and restructuring costs of $0.2 million.
| ($ in millions) | MCM Products | ||||||||||
| Quarter Ended June 30, | |||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||
| Revenues | $ | 58.4 | $ | 63.4 | $ | (5.0) | (8) | % | |||
| Cost of sales | 25.8 | 31.1 | (5.3) | (17) | % | ||||||
| Intangible asset amortization | 6.8 | 6.8 | - | - | % | ||||||
| Gross margin ** | $ | 25.8 | $ | 25.5 | $ | 0.3 | 1 | % | |||
| Gross margin % ** | 44 | % | 40 | % | |||||||
| Add back | |||||||||||
| Intangible asset amortization | $ | 6.8 | $ | 6.8 | $ | - | - | % | |||
| Changes in fair value of financial instruments | - | 0.1 | (0.1) | (100) | % | ||||||
| Restructuring costs | (0.4) | 2.7 | (3.1) | (115) | % | ||||||
| Segment adjusted gross margin (2) | $ | 32.2 | $ | 35.1 | $ | (2.9) | (8) | % | |||
| Segment adjusted gross margin % (2) | 55 | % | 55 | % | |||||||
| ** Gross margin is calculated as revenues less cost of sales and intangible asset amortization. Gross margin % is calculated as gross margin divided by revenues. | |||||||||||
| NM - Not Meaningful |
Cost of MCM product sales decreased $5.3 million, or 17%, to $25.8 million for the quarter ended June 30, 2025. The decrease was primarily due to lower Raxibacumab inventory reserves, lower sales of ACAM2000 due to timing, coupled with lower shut-down costs and no RSDL product sales due to the sale of RSDL to SERB in the third quarter of 2024, partially offset by an increase in VIGIV CNJ-016 sales due to timing.
MCM Product gross margin increased $0.3 million, or 1%, to $25.8 million for the quarter ended June 30, 2025. MCM Product gross margin percentage increased 4 percentage points to 44% for the quarter ended June 30, 2025. The increase in gross margin percentage was primarily due to a favorable sales mix which was weighted more heavily towards higher margin products and a decrease in shutdown costs compared with the second quarter of 2024. MCM Product segment adjusted gross margin in the current year period excludes the impacts of intangible asset amortization of $6.8 million and restructuring costs of $(0.4) million.
YTD 2025 REPORTABLE SEGMENT RESULTS
| ($ in millions) | Commercial Products | ||||||||||
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||
| Revenues | $ | 112.8 | $ | 238.5 | $ | (125.7) | (53) | % | |||
| Cost of sales | 60.9 | 105.5 | (44.6) | (42) | % | ||||||
| Intangible asset amortization | 18.9 | 18.9 | - | - | % | ||||||
| Gross margin ** | $ | 33.0 | $ | 114.1 | $ | (81.1) | (71) | % | |||
| Gross margin % ** | 29 | % | 48 | % | |||||||
| Add back | |||||||||||
| Intangible asset amortization | $ | 18.9 | $ | 18.9 | $ | - | - | % | |||
| Restructuring costs | 0.2 | - | 0.2 | NM | |||||||
| Segment adjusted gross margin (2) | $ | 52.1 | $ | 133.0 | $ | (80.9) | (61) | % | |||
| Segment adjusted gross margin % (2) | 46 | % | 56 | % | |||||||
| ** Gross margin is calculated as revenues less cost of sales and intangible asset amortization. Gross margin % is calculated as gross margin divided by revenues. | |||||||||||
| NM - Not Meaningful |
Cost of Commercial Product sales decreased $44.6 million, or 42%, to $60.9 million for the six months ended June 30, 2025. The decrease was primarily due to lower sales of OTC NARCAN and lower Canadian sales of branded NARCAN .
Commercial Products gross margin decreased $81.1 million, or 71%, to $33.0 million for the six months ended June 30, 2025. Commercial Products gross margin percentage decreased 19 percentage points to 29% for the six months ended June 30, 2025. The decrease was largely due to lower sales of OTC NARCAN and lower branded NARCAN sales, as well as an unfavorable price and volume mix. Commercial Products segment adjusted gross margin in the current year period excludes the impact of intangible asset amortization of $18.9 million and restructuring costs of $0.2 million.
| ($ in millions) | MCM Products | ||||||||||
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||
| Revenues | $ | 215.0 | $ | 218.8 | $ | (3.8) | (2) | % | |||
| Cost of sales | 76.0 | 93.3 | (17.3) | (19) | % | ||||||
| Intangible asset amortization | 13.6 | 13.6 | - | - | % | ||||||
| Gross margin ** | $ | 125.4 | $ | 111.9 | $ | 13.5 | 12 | % | |||
| Gross margin % ** | 58 | % | 51 | % | |||||||
| Add back | |||||||||||
| Intangible asset amortization | $ | 13.6 | $ | 13.6 | $ | - | - | % | |||
| Changes in fair value of financial instruments | - | 0.6 | (0.6) | (100) | % | ||||||
| Restructuring costs | (1.2) | 2.6 | (3.8) | (146) | % | ||||||
| Inventory step-up provision | 1.8 | - | 1.8 | NM | |||||||
| Segment adjusted gross margin (2) | $ | 139.6 | $ | 128.7 | $ | 10.9 | 8 | % | |||
| Segment adjusted gross margin % (2) | 65 | % | 59 | % | |||||||
| ** Gross margin is calculated as revenues less cost of sales and intangible asset amortization. Gross margin % is calculated as gross margin divided by revenues. | |||||||||||
| NM - Not Meaningful |
Cost of MCM product sales decreased $17.3 million, or 19%, to $76.0 million for the six months ended June 30, 2025. The decrease was primarily due to lower sales of BAT and CYFENDUS due to timing, no RSDL product sales due to the sale of RSDL to SERB in the third quarter of 2024, lower shut-down costs and lower Raxibacumab inventory reserves, partially offset by an increase in Anthrasil and VIGIV CNJ-016 due to timing and TEMBEXA sales due higher unit volume.
MCM Product gross margin increased $13.5 million, or 12%, to $125.4 million for the six months ended June 30, 2025. MCM Product gross margin percentage increased 7 percentage points to 58% for the six months ended June 30, 2025. The increase in gross margin percentage was primarily due to a favorable sales mix which was weighted more heavily towards higher margin products and a decrease in shutdown costs compared with the prior year. MCM Product segment adjusted gross margin in the current year period excludes the impacts of intangible asset amortization of $13.6 million, inventory step-up provision of $1.8 million and restructuring costs of $(1.2) million.
2025 FINANCIAL FORECAST
The Company provides the following updated financial forecast for full year 2025 and Q3 2025, reflecting management's expectations based on the most current information available.
| METRIC ($ in millions ) | Updated Range (as of 08 06 2025) | Action | Previous Range (as of 05 07 2025) | ||
| Total revenues | $765 - $835 | REVISED | $750 - $850 | ||
| Net income | $40 - $65 | REVISED | $20 - $70 | ||
| Adjusted net income (2) | $45 - $70 | REVISED | $20 - $70 | ||
| Adjusted EBITDA (2) | $175 - $200 | REVISED | $150 - $200 | ||
| Adjusted gross margin % (2) | 50% - 52% | REVISED | 48% - 51% | ||
| Segment Level Revenue | |||||
| MCM Products (3) | $440 - $475 | REVISED | $435 - $485 | ||
| Commercial Products (5) | $265 - $300 | REVISED | $265 - $315 |
| Key Assumptions ($ and shares in millions) | Updated Range (as of 08 06 2025) |
| Interest expense | $50 |
| R D | 7% to 8% of Revenues |
| SG A | 26% to 27% of Revenues |
| Weighted avg. fully diluted share count | 54 |
| Capex | $16 |
| Depreciation amortization | $100 |
| METRIC ($ in millions ) | Q3 2025 Forecast |
| Total revenues | $180 - $210 |
(1) All financial information included in this release is unaudited.
(2) See "Non-GAAP Financial Measures" and the Reconciliation of Non-GAAP Financial Measures tables for the definitions and reconciliations of these non-GAAP financial measures to the most closely related GAAP financial measures.
(3) Our MCM Products revenue in 2025 and forecasted revenue excludes revenues related to RSDL , which was sold during the third quarter of 2024.
(4) Product sales, net are reported net of variable consideration including returns, rebates, wholesaler fees and prompt pay discounts in accordance with GAAP.
(5) Our Commercial Products forecast consists of revenues for NARCAN Nasal Spray and revenues from distribution of KLOXXADO naloxone HCl nasal spray 8 mg pursuant to an agreement with Hikma Pharmaceuticals PLC in January 2025.
CONFERENCE CALL, PRESENTATION SUPPLEMENT AND WEBCAST INFORMATION
Company management will host a conference call at 5 00 pm eastern time today, August 6, 2025, to discuss these financial results. The conference call and presentation supplement can be accessed from the Company's website or through the following
Advanced registration is required.
Visit https register.vevent.com register BIdd3cc968938d46f491d81fbd330dad26 to register and receive an email with the dial-in number, passcode and registrant ID.
Visit https edge.media-server.com mmc p 6nrmc8t5
A replay of the call can be accessed from the Emergent website.
ABOUT EMERGENT BIOSOLUTIONS INC.
NON-GAAP FINANCIAL MEASURES
In the accompanying analysis of financial information, we sometimes use information derived from consolidated and segment financial information that may not be presented in our financial statements or prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). Certain of these financial measures are considered not in conformity with GAAP ("non-GAAP financial measures") under the United States Securities and Exchange Commission ("SEC") rules. Specifically, we have referred to the following non-GAAP financial measures
Adjusted Net Income (Loss)
Adjusted Net Income (Loss) per Diluted Share
Adjusted EBITDA Margin
Adjusted Gross Margin
Adjusted Gross Margin %
Segment Adjusted Gross Margin
Segment Adjusted Gross Margin %
We define Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Diluted Share, which are non-GAAP financial measures, as net income (loss) and net income (loss) per diluted share, respectively, excluding the impact of changes in fair value of financial instruments, acquisition and divestiture-related costs, severance and restructuring costs, loss on assets held for sale, inventory step-up provision, non-cash amortization charges, contingent consideration milestones, other income (expense) items impairments, settlement charge, net, exit and disposal costs and tax effect. We use Adjusted Net Income (Loss) for the purpose of calculating Adjusted Net Income (Loss) per Diluted Share. Management uses Adjusted Net Income (Loss) per Diluted Share to assess total Company operating performance on a consistent basis. We believe that these non-GAAP financial measures, when considered together with our GAAP financial results and GAAP financial measures, provide management and investors with an additional understanding of our business operating results, including underlying trends.
We define Adjusted EBITDA, which is a non-GAAP financial measure, as net income (loss) before income tax provision (benefit), interest expense, net, depreciation and amortization, excluding the impact of changes in fair value of financial instruments, acquisition and divestiture-related costs, severance and restructuring costs, loss on and assets held for sale, inventory step-up provision, contingent consideration milestones, impairments, settlement charge, net, exit and disposal costs and other income (expense) items. We define Adjusted EBITDA Margin, which is a non-GAAP financial measure, as Adjusted EBITDA divided by Total Revenues. We believe that these non-GAAP financial measures, when considered together with our GAAP financial results and GAAP financial measures, provides management and investors with a more complete understanding of our operating results, including underlying trends. In addition, EBITDA is a common alternative measure of operating performance used by many of our competitors. It is used by investors, financial analysts, rating agencies and others to value and compare the financial performance of companies in our industry, although it may be defined differently by different companies. Therefore, we also believe that this non-GAAP financial measure, considered along with corresponding GAAP financial measures, provides
management and investors with additional information for comparison of our operating results with the operating results of other companies.
We define Adjusted Gross Margin, which is a non-GAAP financial measure, as Gross Margin, excluding the impact of intangible asset amortization, restructuring costs, changes in the fair value of financial instruments, settlement charge, net and inventory step-up provision. We define Adjusted Gross Margin %, which is a non-GAAP financial measure, as Adjusted Gross Margin as a percentage of Products and services sales, net.
We define Segment Adjusted Gross Margin, which is a non-GAAP financial measure, as a segment's Gross Margin excluding the respective impact of intangible asset amortization, restructuring costs, changes in the fair value of financial instruments and inventory step-up provision. We define Segment Adjusted Gross Margin %, which is a non-GAAP financial measure, as Segment Adjusted Gross Margin as a percentage of a segment's revenues.
Non-GAAP financial measures are not defined in the same manner by all companies and may not be comparable with other similarly titled measures of other companies. The determination of the amounts that are excluded from these non-GAAP financial measures are a matter of management judgment and depend upon, among other factors, the nature of the underlying expense or income amounts. Non-GAAP financial measures should be considered in addition to, but not as a substitute for or superior to, the information contained in our Consolidated Statements of Operations and Consolidated Statements of Cash Flows. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial tables accompanying this press release.
SAFE HARBOR STATEMENT
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including statements regarding the future performance of the Company or any of our businesses, our business strategy, future operations, future financial position, future revenues and earnings, our ability to achieve the objectives of our restructuring initiatives and divestitures, including our future results, projected costs, prospects, plans and objectives of management, are forward-looking statements. We generally identify forward-looking statements by using words like "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "future," "goal," "intend," "may," "plan," "position," "possible," "potential," "predict," "project," "should," "target," "will," "would," and similar expressions or variations thereof, or the negative thereof, but these terms are not the exclusive means of identifying such statements. These forward-looking statements are based on our current intentions, beliefs, assumptions and expectations regarding future events based on information that is currently available. You should realize that if underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could differ materially from our expectations. Readers are, therefore, cautioned not to place undue reliance on any forward-looking statement contained herein. Any such forward-looking statement speaks only as of the date of this press release, and, except as required by law, we do not undertake any obligation to update any forward-looking statement to reflect new information, events or circumstances.