Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 01, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Document period end date | 30-Sep-13 | ' |
Amendment flag | 'false | ' |
Document Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Current fiscal year end date | '--12-31 | ' |
Entity central index key | '0001123494 | ' |
Entity current reporting status | 'Yes | ' |
Entity filer category | 'Accelerated Filer | ' |
Entity registrant name | 'HARVARD BIOSCIENCE INC | ' |
Entity voluntary filers | 'No | ' |
Entity well known seasoned issuer | 'No | ' |
Entity common stock shares outstanding | ' | 31,010,105 |
Statements_of_Financial_Positi
Statements of Financial Position (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current Assets: | ' | ' |
Cash and cash equivalents | $36,931 | $20,681 |
Accounts receivable, net of allowance for doubtful accounts of $221 and $194, respectively | 13,361 | 14,357 |
Inventories | 18,028 | 17,762 |
Deferred income tax assets- current | 1,556 | 1,553 |
Other receivables and other assets | 4,059 | 4,619 |
Total current assets | 73,935 | 58,972 |
Property, plant and equipment, net | 4,621 | 4,551 |
Deferred income tax assets - non-current | 12,487 | 10,770 |
Amortizable intangible assets, net | 19,347 | 21,225 |
Goodwill | 36,318 | 36,200 |
Other indefinite lived intangible assets | 1,283 | 1,276 |
Other assets | 346 | 490 |
Total assets | 148,337 | 133,484 |
Current liabilities: | ' | ' |
Accounts payable | 4,657 | 4,680 |
Deferred revenue | 632 | 482 |
Accrued income taxes payable | 194 | 506 |
Accrued expenses | 4,372 | 3,505 |
Other liabilities - current | 640 | 728 |
Total current liabilities | 13,495 | 9,901 |
Current portion of long term debt | 3,000 | 0 |
Long-term debt | 20,500 | 12,950 |
Deferred income tax liabilities - non-current | 293 | 277 |
Other liabilities- non current | 6,214 | 6,143 |
Total liabilities | 40,502 | 29,271 |
Commitments and contingencies | ' | ' |
Stockholders Equity Abstract | ' | ' |
Preferred stock, par value $0.01 per share, 5,000,000 shares authorized | 0 | 0 |
Common stock, par value $0.01 per share, 80,000,000 shares authorized; 37,774,590 and 37,123,705 shares issued and 30,029,083 and 29,378,198 shares outstanding, respectively | 382 | 370 |
Additional paid-in-capital | 200,821 | 196,634 |
Accumulated deficit | -78,334 | -77,260 |
Accumulated other comprehensive loss | -4,366 | -4,863 |
Treasury stock at cost, 7,745,507 common shares | -10,668 | -10,668 |
Total stockholders' equity | 107,835 | 104,213 |
Total liabilities and stockholders' equity | $148,337 | $133,484 |
Statements_of_Financial_Positi1
Statements of Financial Position (Parentheticals) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
CONSOLIDATED BALANCE SHEETS | ' | ' |
Allowance for doubtful accounts | $253 | $194 |
Preferred Stock Par value | $0.01 | $0.01 |
Preferred Stock - Shares Authorized | 5,000,000 | 5,000,000 |
Common stock par value | $0.01 | $0.01 |
Common Stock- Shares Authorized | 80,000,000 | 80,000,000 |
Common Stock- Shares Issued | 38,530,630 | 37,123,705 |
Common Stock- Shares Outstanding | 30,785,123 | 29,378,198 |
Treasury Stock common shares | 7,745,507 | 7,745,507 |
Statements_of_Income_and_Compr
Statements of Income and Comprehensive (Loss) Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME | ' | ' | ' | ' |
Revenues | $25,137 | $26,104 | $77,317 | $82,922 |
Cost of product revenues | 13,833 | 14,110 | 41,652 | 43,913 |
Gross profit | 11,304 | 11,994 | 35,665 | 39,009 |
Sales and marketing expenses | 4,414 | 4,670 | 13,790 | 14,182 |
General and administrative expenses | 5,314 | 4,832 | 15,996 | 14,593 |
Research and development expenses | 1,934 | 1,861 | 5,856 | 5,549 |
Restructuring charges | 96 | 29 | 51 | 166 |
Amortization of intangible assets | 600 | 681 | 1,955 | 2,071 |
Total operating expenses | 12,358 | 12,073 | 37,648 | 36,561 |
Operating (loss) income | -1,054 | -79 | -1,983 | 2,448 |
Other (expense) income: | ' | ' | ' | ' |
Foreign exchange | -84 | -29 | -74 | -86 |
Interest expense | -276 | -147 | -650 | -447 |
Interest income | 10 | 11 | 28 | 37 |
Other expense, net | -7 | -13 | -87 | -294 |
Other (expense) income, net | -357 | -178 | -783 | -790 |
(Loss) income before income taxes | -1,411 | -257 | -2,766 | 1,658 |
Income tax (benefit) expense | -433 | -124 | -1,410 | 490 |
Income from continuing operations | -978 | -133 | -1,356 | 1,168 |
Discontinued Operations [Abstract] | ' | ' | ' | ' |
Income from discontinued operations, net of tax | -5 | 0 | 282 | 0 |
Income from discontinued operations, net of tax | -5 | 0 | 282 | 0 |
Net (loss) income | -983 | -133 | -1,074 | 1,168 |
Income (loss) per share: | ' | ' | ' | ' |
Basic earnings per common share from continuing operations | ($0.03) | $0 | ($0.04) | $0.04 |
Discontinued operations | $0 | $0 | $0.01 | $0 |
Basic earnings per common share | ($0.03) | $0 | ($0.04) | $0.04 |
Diluted earnings per common share from continuing operations | ($0.03) | $0 | ($0.04) | $0.04 |
Discontinued operations | $0 | $0 | $0.01 | $0 |
Diluted earnings per common share | ($0.03) | $0 | ($0.04) | $0.04 |
Weighted average common shares: | ' | ' | ' | ' |
Basic | 30,574,815 | 28,797,887 | 30,154,788 | 28,758,621 |
Diluted | 30,574,815 | 28,797,887 | 30,154,788 | 29,353,263 |
Comprehensive income (loss) | ' | ' | ' | ' |
Net (loss) income | -983 | -133 | -1,074 | 1,168 |
Foreign currency translation adjustments | 2,387 | 1,444 | 497 | 988 |
Total comprehensive income (loss) | $1,404 | $1,311 | ($577) | $2,156 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ' | ' |
Net (loss) income | ($1,074) | $1,168 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Stock-based compensation expense | 2,000 | 2,373 |
Depreciation | 990 | 930 |
Gain on sales of fixed assets | 1 | -28 |
Non cash restructuring (credit) charge | 51 | -13 |
Amortization of catalog costs | 84 | 139 |
Provision for allowance for doubtful accounts | 69 | -23 |
Amortization of intangible assets | 1,955 | 2,071 |
Amortization of deferred financing costs | 29 | 67 |
Deferred income taxes | -1,712 | -628 |
Changes in operating assets and liabilities: | ' | ' |
Decrease in accounts receivable | 948 | 1,841 |
Decrease (increase) in inventories | -227 | 861 |
Increase in other receivables and other assets | -1,015 | -107 |
(Decrease) increase in trade accounts payable | -15 | -1,196 |
Decrease in accrued income taxes payable | 406 | -21 |
Decrease in accrued expenses | 615 | -342 |
Increase (decrease) in deferred revenue | 143 | 58 |
Decrease in other liabilities | 3 | -494 |
Earn Out related to discontinued operations | -440 | 0 |
Net Cash Provided By Operating Activities | 2,811 | 6,656 |
Cash flows used in investing activities: | ' | ' |
Additions to property, plant and equipment | -1,089 | -1,151 |
Additions to catalog costs | -57 | 0 |
Proceeds from sales of property, plant and equipment | 66 | 36 |
Acquisitions, net of cash acquired | 0 | -2,863 |
Proceeds From Divestiture Of Businesses | 1,709 | 0 |
Net cash used in investing activities | 629 | -3,978 |
Cash flows used in financing activities: | ' | ' |
Repayments of debt | -1,500 | -1,500 |
Proceeds from issuance of debt | 12,049 | 500 |
Proceeds from issuance of common stock | 2,290 | 461 |
Payments Of Debt Issuance Costs | -292 | ' |
Net cash used in financing activities | 12,547 | -539 |
Effect of exchange rate changes on cash | 263 | 230 |
Increase (decrease) in cash and cash equivalents | 16,250 | 2,369 |
Cash and cash equivalents at the begining of period | 20,681 | 17,916 |
Cash and cash equivalents at the end of period | 36,931 | 20,285 |
Supplemental disclosures of cash flow information [Abstract] | ' | ' |
Cash paid for interest | 534 | 411 |
Cash paid for income taxes, net of refunds | $1,244 | $1,142 |
Basis_of_Presentation_and_Summ
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Basis of Presentation and Summary of Significant Accounting Policies Disclosure [Abstract] | ' |
Basis of Presentation and Summary of Significant Accounting Policies Disclosure [Text Block] | ' |
1. Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation | |
The unaudited consolidated financial statements of Harvard Bioscience, Inc. and its wholly-owned subsidiaries (collectively, “Harvard Bioscience,” the “Company,” “our” or “we”) as of September 30, 2013 and for the three and nine months ended September 30, 2013 and 2012 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The December 31, 2012 consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, which was filed with the SEC on March 18, 2013. | |
In the opinion of management, all adjustments, which include normal recurring adjustments necessary to present a fair statement of financial position as of September 30, 2013, results of operations and comprehensive income (loss) for the three and nine months ended September 30, 2013 and 2012 and cash flows for the nine months ended September 30, 2013 and 2012, as applicable, have been made. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the operating results for the full fiscal year or any future periods. | |
Summary of Significant Accounting Policies | |
The accounting policies underlying the accompanying unaudited consolidated financial statements are those set forth in Note 2 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012. In addition to these policies, effective June 5, 2013, the Company entered into an interest rate swap contract and added the following policy to its “Summary of Significant Accounting Policies”. | |
Derivatives | |
The Company uses interest-rate-related derivative instruments to manage its exposure related to changes in interest rates on its variable-rate debt instruments. The Company does not enter into derivative instruments for any purpose other than cash flow hedging. The Company does not speculate using derivative instruments. The Company recognizes all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. For derivatives designated in hedging relationships, changes in the fair value are either offset through earnings against the change in fair value of the hedged item attributable to the risk being hedged or recognized in accumulated other comprehensive income (“AOCI”), to the extent the derivative is effective at offsetting the changes in cash flows being hedged until the hedged item affects earnings. | |
The Company only enters into derivative contracts that it intends to designate as a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). For all hedging relationships, the Company formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument's effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure ineffectiveness. The Company also formally assesses, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. For derivative instruments that are designated and qualify as part of a cash flow hedging relationship, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. | |
The Company discontinues hedge accounting prospectively when it determines that the derivative is no longer effective in offsetting cash flows attributable to the hedged risk, the derivative expires or is sold, terminated, or exercised, the cash flow hedge is de-designated because a forecasted transaction is not probable of occurring, or management determines to remove the designation of the cash flow hedge. | |
In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company continues to carry the derivative at its fair value on the balance sheet and recognizes any subsequent changes in its fair value in earnings. When it is probable that a forecasted transaction will not occur, the Company discontinues hedge accounting and recognizes immediately in earnings gains and losses that were accumulated in other comprehensive income related to the hedging relationship. | |
Recently_Issued_Accounting_Pro
Recently Issued Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2013 | |
Recently Issued Accounting Pronouncements [Abstract] | ' |
Recently Issued Accounting Pronouncements Disclosure [Text Block] | ' |
2. Recently Issued Accounting Pronouncements | |
In July 2013, the FASB issued ASU 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”, which requires an entity to present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss (NOL) carryforward, or similar tax loss or tax credit carryforward, rather than as a liability when the uncertain tax position would reduce the NOL or other carryforward under the tax law. The ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company believes the adoption of this new guidance will not have a material impact on its consolidated results of operations or financial position. | |
In February 2013, the FASB issued additional guidance in ASU 2013-02, “Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income.” The new guidance requires an entity to present the effects on net income line items of significant amounts reclassified out of accumulated other comprehensive income, but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. The Company shall provide this information either on the face of the statements or in the notes to the consolidated financial statements. The guidance is effective for fiscal years beginning after December 15, 2012. The adoption of this new guidance did not have a material impact on our consolidated results of operations or financial position. | |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Goodwill And Other Intangible Assets Disclosure [Abstract] | ' | |||||||||||||
Goodwill And Other Intangible Assets Disclosure [Text Block] | ' | |||||||||||||
3. Goodwill and Other Intangible Assets | ||||||||||||||
Intangible assets consist of the following: | ||||||||||||||
Weighted | ||||||||||||||
September 30, | December 31, | Average | ||||||||||||
2013 | 2012 | Life (a) | ||||||||||||
(in thousands) | ||||||||||||||
Amortizable intangible assets: | Gross | Accumulated Amortization | Gross | Accumulated Amortization | ||||||||||
Existing technology | $ | 13,302 | $ | -10,785 | $ | 13,258 | $ | -10,207 | 4.5Years | |||||
Tradename | 6,182 | -2,081 | 6,167 | -1,756 | 11.2Years | |||||||||
Distribution agreement/customer relationships | 21,790 | -9,063 | 21,699 | -7,938 | 10.8Years | |||||||||
Patents | 9 | -7 | 9 | -7 | 2.6Years | |||||||||
Total amortizable intangible assets | $ | 41,283 | $ | -21,936 | $ | 41,133 | $ | -19,908 | ||||||
Unamortizable intangible assets: | ||||||||||||||
Goodwill | $ | 36,318 | $ | 36,200 | ||||||||||
Other indefinite lived intangible assets | 1,283 | 1,276 | ||||||||||||
Total goodwill and other indefinite lived intangible assets | $ | 37,601 | $ | 37,476 | ||||||||||
(a) Weighted average life is as of September 30, 2013. | ||||||||||||||
The change in the carrying amount of goodwill for the nine months ended September 30, 2013 was as follows: | ||||||||||||||
Goodwill rollforward | ||||||||||||||
(in thousands) | ||||||||||||||
Balance at December 31, 2012 | $ | 36,200 | ||||||||||||
Effect of change in foreign currencies | 118 | |||||||||||||
Balance at September 30, 2013 | $ | 36,318 | ||||||||||||
The goodwill and intangible assets balances at September 30, 2013 and December 31, 2012 were related to the Life Science Research Tools (“LSRT”) segment. | ||||||||||||||
Intangible asset amortization expense was $0.6 million and $0.7 million for the three months ended September 30, 2013 and 2012, respectively. Intangible asset amortization expense was $2.0 million and $2.1 million for the nine months ended September 30, 2013 and 2012, respectively. Amortization expense of existing amortizable intangible assets is currently estimated to be $2.6 million for the year ending December 31, 2013, $2.4 million for the year ending December 31, 2014, $2.1 million for the year ending December 31, 2015, $2.0 million for the year ending December 31, 2016 and $1.8 million for the year ending December 31, 2017. |
Inventories
Inventories | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Inventories Disclosure [Abstract] | ' | ||||||
Inventories Disclosure [Text Block] | ' | ||||||
4. Inventories | |||||||
Inventories consist of the following: | |||||||
September 30, | December 31, | ||||||
2013 | 2012 | ||||||
(in thousands) | |||||||
Finished goods | $ | 7,957 | $ | 8,023 | |||
Work in process | 806 | 731 | |||||
Raw materials | 9,265 | 9,008 | |||||
Total | $ | 18,028 | $ | 17,762 |
Restructuring_and_Other_Exit_C
Restructuring and Other Exit Costs | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||
Restructuring And Other Exit Costs Disclosure [Text Block] | ' | |||||||||||
5. Restructuring and Other Exit Costs | ||||||||||||
2013 Restructuring Plans | ||||||||||||
During the third quarter of 2013, the management of Harvard Bioscience initiated a plan to reduce operating expenses at its Biochrom Limited subsidiary. | ||||||||||||
Activity and liability balances related to these charges were as follows | ||||||||||||
Severance and | ||||||||||||
Related Costs | ||||||||||||
(in thousands) | ||||||||||||
Restructuring charges | $ | 96 | ||||||||||
Cash payments | -96 | |||||||||||
Restructuring balance at September 30, 2013 | $ | - | ||||||||||
2012 Restructuring Plans | ||||||||||||
During 2012, the management of Harvard Bioscience initiated a plan to reduce operating expenses at Panlab s.l., its Harvard Apparatus Spain subsidiary. | ||||||||||||
Activity and liability balances related to these charges were as follows: | ||||||||||||
Severance and | ||||||||||||
Related Costs | Other | Total | ||||||||||
(in thousands) | ||||||||||||
Restructuring charges | $ | 312 | $ | 11 | $ | 323 | ||||||
Cash payments | -179 | - | -179 | |||||||||
Restructuring balance at December 31, 2012 | 133 | 11 | 144 | |||||||||
Cash payments | -84 | -11 | -95 | |||||||||
Non-cash reversal of restructuring charges | -45 | - | -45 | |||||||||
Restructuring balance at September 30, 2013 | $ | 4 | $ | - | $ | 4 | ||||||
Aggregate restructuring charges for the 2013 and the 2012 restructuring plans were as follows: | ||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
(in thousands) | (in thousands) | |||||||||||
Restructuring charges | $ | 96 | $ | 29 | $ | 51 | $ | 166 |
Discontinued_Operations
Discontinued Operations | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Discontinued Operations [Abstract] | ' | |||||||||||
Discontinued Operations Disclosure [Text Block] | ' | |||||||||||
6. Discontinued Operations | ||||||||||||
In November 2007, the Company completed the sale of the assets of its Genomic Solutions Division and the stock of its Belgian subsidiary, MAIA Scientific, both of which were part of its Capital Equipment Business Segment, to Digilab, Inc. The purchase price paid by Digilab under the terms of the Asset Purchase Agreement consisted of $1.0 million in cash plus additional consideration in the form of an earn-out based on 20% of the revenue generated by the acquired business as it is conducted by Digilab over a three-year period post-transaction. Any earn-out amounts were evidenced by interest bearing promissory notes which were due on November 30, 2012. The unpaid principal balance of the promissory notes had an interest of LIBOR plus 1100 basis points per annum. Digilab had delivered promissory notes of $4.6 million. The Company has recorded valuation allowances for 100% of the earn-out promissory notes as their collectability is uncertain. Going forward, the Company will continue to monitor the financial performance of Digilab and recognize any contingent consideration in discontinued operations when and if realization of earn-out amounts is probable. The Company has included the contingent consideration as sale proceeds in its income tax returns. Accordingly, the tax effect of this contingent consideration is included in the Company's deferred tax assets. | ||||||||||||
In September 2008, the Company completed the sale of assets of its Union Biometrica Division including its German subsidiary, Union Biometrica GmbH, representing at that time the remaining portion of its Capital Equipment Business Segment, to UBIO Acquisition Company. The purchase price paid by UBIO Acquisition Company under the terms of the Asset Purchase Agreement consisted of $1 in cash, the assumption of certain liabilities, plus additional consideration in the form of an earn-out based on the revenue generated by the acquired business as it is conducted by UBIO Acquisition Company over a five-year post-transaction period in an amount equal to (i) 5% of the revenue generated up to and including $6.0 million and (ii) 8% of the revenue generated above $6.0 million each year. Any earn-out amounts are evidenced by interest-bearing promissory notes due on September 30, 2013 or at an earlier date based on certain triggering events. As of September 30, 2013, UBIO Acquisition Company had delivered promissory notes and made payments, including interest, of $1.8 million and $1.7 million, respectively. The remaining $0.1 million due, represents UBIO Acquisition Company's final obligation under the earn-out obligation and it was received in October 2013. | ||||||||||||
The following table sets forth the impact discontinued operations had on the Company's consolidated statement of operations and comprehensive income (loss). | ||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
(in thousands) | (in thousands) | |||||||||||
(Loss) income from discontinued operations, net of tax | $ | -5 | $ | - | $ | 282 | $ | - |
Warranties
Warranties | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Warranties Disclosure [Abstract] | ' | |||||||||||
Warranties Disclosure [Text Block] | ' | |||||||||||
7. Warranties | ||||||||||||
Warranties are estimated and accrued at the time sales are recorded. A rollforward of product warranties is as follows: | ||||||||||||
Beginning | Ending | |||||||||||
Balance | Payments | Additions | Balance | |||||||||
(in thousands) | ||||||||||||
Year ended December 31, 2012 | $ | 144 | $ | -136 | $ | 214 | $ | 222 | ||||
Nine months ended September 30, 2013 | $ | 222 | $ | -89 | $ | 160 | $ | 293 |
Employee_Benefit_Plans
Employee Benefit Plans | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Employee Benefit Plans Disclosure [Abstract] | ' | |||||||||||
Employee Benefit Plans Disclosure [Text Block] | ' | |||||||||||
8. Employee Benefit Plans | ||||||||||||
Certain of the Company's United Kingdom subsidiaries, Harvard Apparatus Limited and Biochrom Limited, maintain contributory, defined benefit or defined contribution pension plans for substantially all of their employees. The components of the Company's defined benefit pension expense were as follows: | ||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
(in thousands) | ||||||||||||
Components of net periodic benefit cost: | ||||||||||||
Service cost | $ | 84 | $ | 83 | $ | 235 | $ | 241 | ||||
Interest cost | 209 | 214 | 583 | 600 | ||||||||
Expected return on plan assets | -137 | -147 | -383 | -414 | ||||||||
Net amortization loss | 65 | 56 | 181 | 156 | ||||||||
Net periodic benefit cost | $ | 221 | $ | 206 | $ | 616 | $ | 583 | ||||
In each of the three months ended September 30, 2013 and 2012, the Company contributed $0.3 million and $0.2 million, respectively, to its defined benefit plans. In each of the nine months ended September 30, 2013 and 2012, the Company contributed $0.7 million to its defined benefit plans. The Company expects to contribute approximately $0.2 million to its defined benefit plans during the remainder of 2013. | ||||||||||||
As of September 30, 2013 and December 31, 2012, the Company had an underfunded pension liability of approximately $5.9 million, included in the other liabilities-non-current line item in the Consolidated Balance Sheets. |
Leases
Leases | 9 Months Ended | ||
Sep. 30, 2013 | |||
Leases Disclosure [Abstract] | ' | ||
Leases Disclosure [Text Block] | ' | ||
9. Leases | |||
The Company has non-cancelable operating leases for office and warehouse space expiring at various dates through 2019. | |||
Rent expense, which is recorded on a straight-line basis, is estimated to be $1.2 million for the year ending December 31, 2013. Rent expense was $0.9 million and $1.0 for the nine months ended September 30, 2013 and 2012, respectively. Future minimum lease payments for operating leases, with initial or remaining terms in excess of one year at September 30, 2013, are as follows: | |||
Operating | |||
Leases | |||
(in thousands) | |||
2014 | $ | 1,197 | |
2015 | 1,048 | ||
2016 | 743 | ||
2017 | 455 | ||
2018 | 159 | ||
Thereafter | 69 | ||
Net minimum lease payments | $ | 3,671 |
Capital_Stock
Capital Stock | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Capital Stock Disclosure [Abstract] | ' | |||||||||||||
Capital Stock Disclosure [Text Block] | ' | |||||||||||||
10. Capital Stock | ||||||||||||||
Employee Stock Purchase Plan, as amended (“ESPP”) | ||||||||||||||
Under the ESPP, which was approved in 2000, participating employees can authorize the Company to withhold a portion of their base pay during consecutive six-month payment periods for the purchase of shares of the Company's common stock. At the conclusion of the period, participating employees can purchase shares of the Company's common stock at 85% of the lower of the fair market value of the Company's common stock at the beginning or end of the period. Shares are issued under the plan for the six-month periods ending June 30 and December 31. On May 23, 2013, the stockholders of the Company approved an increase in the number of shares available for issuance under the ESPP by 250,000 shares of common stock. Following such amendment, as of September 30, 2013, 750,000 shares of common stock were authorized for issuance under the ESPP, of which 497,708 shares were issued. During the nine months ended September 30, 2013, the Company issued 27,305 shares of the Company's common stock under the ESPP. During the nine months ended September 30, 2012, the Company issued 25,597 shares of the Company's common stock under the ESPP. There were no shares issued under the ESPP during the three months ended September 30, 2013 and 2012. | ||||||||||||||
Third Amended and Restated 2000 Stock Option and Incentive Plan, as amended (“2000 Plan”) | ||||||||||||||
The Company accounts for share-based payment awards in accordance with the provisions of FASB ASC 718 “Compensation- Stock Compensation”, which requires the Company to recognize compensation expense for all share-based payment awards made to employees and directors including stock options, deferred stock awards in the form of restricted stock units (“RSUs”) and employee stock purchases related to the ESPP. | ||||||||||||||
On May 23, 2013, the Board of Directors approved the grant, to be issued on May 31, 2013, of 124,277 RSUs and 826,388 stock options under the 2000 Plan. The RSUs were valued at the closing stock price on the date of grant. The Company utilized the Black-Scholes valuation model for estimating the fair value of the stock-based compensation. | ||||||||||||||
Stock option and RSU activity under the 2000 Plan for the nine months ended September 30, 2013 was as follows: | ||||||||||||||
Stock Options | Restricted Stock Units | |||||||||||||
Weighted | ||||||||||||||
Stock | Average | Restricted | ||||||||||||
Available | Options | Exercise | Stock Units | Grant Date | ||||||||||
for Grant | Outstanding | Price | Outstanding | Fair Value | ||||||||||
Balance at December 31, 2012 | 1,972,956 | 8,078,509 | $ | 4.25 | 677,193 | $ | 3.97 | |||||||
Granted | -950,665 | 826,388 | 5.08 | 124,277 | 5.08 | |||||||||
Fungible share adjustment for RSUs granted | -98,182 | - | - | |||||||||||
Exercised | - | -1,924,264 | 5.47 | - | - | |||||||||
Vested (RSUs) | - | - | - | -233,530 | ||||||||||
Shares withheld for taxes | 24,169 | - | - | - | - | |||||||||
Cancelled / forfeited | 1,059,544 | -920,489 | 5.73 | -139,055 | 3.98 | |||||||||
Fungible share adjustment for RSUs cancelled | 83,467 | - | - | - | - | |||||||||
Balance at September 30, 2013 | 2,091,289 | 6,060,144 | $ | 4.37 | 428,885 | $ | 4.29 | |||||||
The following assumptions were used to estimate the fair value of stock options granted during the nine months ended September 30, 2013 and 2012: | ||||||||||||||
Nine Months Ended | ||||||||||||||
September 30, | ||||||||||||||
2013 | 2012 | |||||||||||||
Volatility | 57.2 | % | 55.09 | % | ||||||||||
Risk-free interest rate | 1.18 | % | 0.8 | % | ||||||||||
Expected holding period (in years) | 5.64 | 5.98 | ||||||||||||
Dividend Yield | 0 | % | 0 | % | ||||||||||
There were no stock options or RSU's granted during the three months ended September 30, 2013 and 2012. | ||||||||||||||
The weighted average fair values of the options granted under the 2000 Plan during the nine months ended September 30, 2013 was $2.64, using the Black Scholes option-pricing model. | ||||||||||||||
The Company used historical volatility to estimate the expected stock price volatility assumption. Historical volatility was determined by calculating the mean reversion of the daily-adjusted closing stock price. The risk-free interest rate assumption is based upon observed U.S. Treasury bill interest rates (risk free) appropriate for the term of the Company's employee stock options. The expected holding period of employee stock options represents the period of time options are expected to be outstanding and is based on historical experience. The vesting period is between one and four years. The contractual life is ten years. | ||||||||||||||
Stock-based compensation expense for the three and nine months ended September 30, 2013 and 2012 consisted of stock-based compensation expense related to stock options, RSUs and the ESPP. | ||||||||||||||
Stock-based compensation expense for the three and nine months ended September 30, 2013 and 2012, respectively, was allocated as follows: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
(in thousands) | ||||||||||||||
Cost of product revenues | $ | 39 | $ | 24 | $ | 91 | $ | 62 | ||||||
Sales and marketing | 76 | 67 | 191 | 157 | ||||||||||
General and administrative | 632 | 859 | 1,685 | 2,134 | ||||||||||
Research and development | 16 | 8 | 33 | 20 | ||||||||||
Total stock-based compensation | $ | 763 | $ | 958 | $ | 2,000 | $ | 2,373 | ||||||
The Company did not capitalize any stock-based compensation. | ||||||||||||||
Weighted Average Common Shares Outstanding | ||||||||||||||
Basic income per share is based upon net income divided by the number of weighted average common shares outstanding during the period. The calculation of diluted net income per share assumes conversion of stock options into common stock using the treasury method. The weighted average number of shares used to compute basic and diluted earnings per share consists of the following: | ||||||||||||||
` | Three Months Ended | Nine Months Ended | ||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Basic | 30,574,815 | 28,797,887 | 30,154,788 | 28,758,621 | ||||||||||
Effect of assumed conversion of stock options and restricted stock units | - | - | - | 594,642 | ||||||||||
Diluted | 30,574,815 | 28,797,887 | 30,154,788 | 29,353,263 | ||||||||||
Diluted loss per share for the three and nine months ended September 30, 2013 was based on the basic weighted-average number of shares outstanding during the period, as the inclusion of any common stock equivalents would have been anti-dilutive. Excluded from the shares used in calculating the diluted earnings per common share in the above table are options to purchase approximately 6,060,144 and 8,644,009 shares of common stock for the three months ended September 30, 2013 and 2012, respectively, as the impact of these shares would be anti-dilutive. Excluded from the shares used in calculating the diluted earnings per common share in the above table are options to purchase approximately 7,227,774 and 5,812,794 shares of common stock for the nine months ended September 30, 2013 and 2012, respectively, as the impact of these shares would be anti-dilutive. |
Revolving_Credit_Facility
Revolving Credit Facility | 9 Months Ended |
Sep. 30, 2013 | |
Revolving Credit Facility Disclosure [Abstract] | ' |
Revolving Credit Facility Disclosure [Text Block] | ' |
11. Revolving Credit Facility | |
On August 7, 2009, the Company entered into an amended and restated $20.0 million revolving credit loan agreement with Bank of America, as agent, and Bank of America and Brown Brothers Harriman & Co as lenders. | |
On March 29, 2013, the Company entered into a Second Amended and Restated Revolving Credit Agreement (the “Credit Agreement”) with Bank of America, as agent, and Bank of America and Brown Brothers Harriman & Co as lenders. The Credit Agreement converted the Company's existing outstanding revolving advances into a term loan in the principal amount of $15 million (the “Term Loan”), provides a revolving credit facility in the maximum principal amount of $25 million (“Revolving Line”) and provides a delayed draw term loan of up to $15 million (the “DDTL”) to fund capital contributions to the Company's subsidiary, Harvard Apparatus Regenerative Technology, Inc., (“HART”). The maximum amount available under the Credit Agreement is $50 million as borrowings against the DDTL in excess of $10 million results in a dollar for dollar reduction in the Revolving Line capacity. The Revolving Line has a maturity date of March 29, 2016, while the Term Loan and DDTL have a maturity date of March 29, 2018. | |
Borrowings under the Term Loan and the DDTL shall bear interest at a rate based on either the effective London Interbank Offered Rate (LIBOR) for certain interest periods selected by the Company, or a daily floating rate based on the British Bankers' Association (BBA) LIBOR as published by Reuters (or other commercially available source providing quotations of BBA LIBOR), plus in either case, a margin of 3.0%. The Revolving Line shall bear interest at a rate based on either the effective LIBOR for certain interest periods selected by the Company, or a daily floating rate based on the BBA LIBOR, plus in either case, a margin of 2.5%. The Company was required to fix the rate of interest on at least 50% of the Term Loan and the DDTL through the purchase of interest rate swaps. The Term Loan and DDTL each have interest payments due at the end of the applicable LIBOR period, or monthly with respect to BBA LIBOR borrowings, and principal payments due quarterly. The Revolving Line has interest payments due at the end of the applicable LIBOR period, or monthly with respect to BBA LIBOR borrowings. | |
The Loans are guaranteed by all of the Company's direct and indirect domestic subsidiaries, excluding HART, and secured by substantially all of the assets of the Company and the guarantors. The Loans are subject to restrictive covenants under the Credit Agreement, and financial covenants that require the Company and its subsidiaries to maintain certain financial ratios on a consolidated basis, including a maximum leverage, minimum fixed charge coverage and minimum working capital. Prepayment of the Loans are allowed by the Credit Agreement at any time during the terms of the Loans. The Loans also contain limitations on the Company's ability to incur additional indebtedness and requires lender approval for acquisitions funded with cash, promissory notes and/or other consideration in excess of $6.0 million and for acquisitions funded solely with equity in excess of $10.0 million. | |
As of September 30, 2013 and December 31, 2012, the Company had borrowings of $23.5 million and $13.0 million, respectively, outstanding under its Credit Agreement. As of September 30, 2013, the Company was in compliance with all financial covenants contained in the credit agreement; the Company was not subject to any borrowing restrictions under the financial covenants and had available borrowing capacity under its Credit Agreement of $25.0 million. During the nine months ended September 30, 2013, the Company incurred $0.3 million of debt issuance costs associated with the Credit Agreement. The costs were capitalized, reflected in the balance sheet as an asset, and amortized over the finite life of the underlying Credit Agreement. | |
As of September 30, 2013, the effective interest rate on the Company's Term Loan and Revolving Line borrowings were 3.96% and 3.18%, respectively. | |
See Note 16 for a discussion of a recent amendment to the Credit Agreement. | |
Derivative_Financial_Instrumen
Derivative Financial Instruments-Interest Rate Hedging Instruments | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | ' | ||||||||
12. Derivatives | |||||||||
The Company uses interest-rate-related derivative instruments to manage its exposure related to changes in interest rates on its variable-rate debt instruments. The Company does not enter into derivative instruments for any purpose other than cash flow hedging. The Company does not speculate using derivative instruments. | |||||||||
By using derivative financial instruments to hedge exposures to changes in interest rates, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is negative, the Company owes the counterparty and, therefore, the Company is not exposed to the counterparty's credit risk in those circumstances. The Company minimizes counterparty credit risk in derivative instruments by entering into transactions with carefully selected major financial institutions based upon their credit profile. | |||||||||
Market risk is the adverse effect on the value of a derivative instrument that results from a change in interest rates. The market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. | |||||||||
The Company assesses interest rate risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. The Company maintains risk management control systems to monitor interest rate risk attributable to both the Company's outstanding or forecasted debt obligations as well as the Company's offsetting hedge positions. The risk management control systems involve the use of analytical techniques, including cash flow sensitivity analysis, to estimate the expected impact of changes in interest rates on the Company's future cash flows. | |||||||||
The Company uses variable-rate London Interbank Offered Rate (LIBOR) debt to finance its operations. The debt obligations expose the Company to variability in interest payments due to changes in interest rates. Management believes that it is prudent to limit the variability of a portion of its interest payments. To meet this objective, management enters into LIBOR based interest rate swap agreements to manage fluctuations in cash flows resulting from changes in the benchmark interest rate of LIBOR. These swaps change the variable-rate cash flow exposure on the debt obligations to fixed cash flows. Under the terms of the interest rate swaps, the Company receives LIBOR based variable interest rate payments and makes fixed interest rate payments, thereby creating the equivalent of fixed-rate debt for the notional amount of its debt hedged. In accordance with its Credit Agreement, the Company was required to fix the rate of interest on at least 50% of its Term Loan and the DDTL through the purchase of interest rate swaps. Effective June 5, 2013, the Company entered into an interest rate swap contract with a notional amount of $15 million and a maturity date of March 29, 2018 in order to hedge the risk of changes in the effective benchmark interest rate (LIBOR) associated with the Company's Term Loan. The swap contract converted specific variable-rate debt into fixed-rate debt and fixed the LIBOR rate associated with the Term Loan at 0.96% plus a bank margin of 3.0%. The interest rate swap was designated as a cash flow hedge instrument in accordance with ASC 815 “Derivatives and Hedging”. | |||||||||
The following table presents the notional amount and fair value of the Company's derivative instrument as of September 30, 2013. As of December 31, 2012 the Company did not have any derivative instruments outstanding. | |||||||||
30-Sep-13 | 30-Sep-13 | ||||||||
Notional | Fair | ||||||||
Amount | Value (a) | ||||||||
Derivatives designated as hedging instruments under ASC 815 | Balance sheet classification | (in thousands) | |||||||
Interest rate swap | Other liabilities-non current | $ | 13,500 | $ | -69 | ||||
(a) See note 13 for the fair value measurements related to these financial instruments. | |||||||||
All of the Company's derivative instruments are designated as hedging instruments. | |||||||||
The Company has structured the interest rate swap agreement to be 100% effective and as a result, there was no impact to earnings resulting from hedge ineffectiveness. Changes in the fair value of interest rate swaps designated as hedging instruments that effectively offset the variability of cash flows associated with variable-rate, long-term debt obligations are reported in accumulated other comprehensive income (“AOCI”). These amounts subsequently are reclassified into interest expense as a yield adjustment of the hedged interest payments in the same period in which the related interest affects earnings. The Company's interest rate swap agreement was deemed to be fully effective in accordance with ASC 815, and, as such, unrealized gains and losses related to these derivatives were recorded as AOCI. | |||||||||
The following table summarizes the effect of derivatives designated as cash flow hedging instruments on the Company's consolidated statements of operations: | |||||||||
For the Three months ended September 30, 2013 | |||||||||
(In thousands) | Amount of gain or (loss) recognized in OCI on derivative (effective portion) | Location of gain or (loss) reclassified from AOCI into income (effective portion) | Amount of gain or (loss) reclassified from AOCI into income (effective portion) | ||||||
Interest rate swap | $ | -23 | Interest expense | $ | -29 | ||||
For the Nine months ended September 30, 2013 | |||||||||
(In thousands) | Amount of gain or (loss) recognized in OCI on derivative (effective portion) | Location of gain or (loss) reclassified from AOCI into income (effective portion) | Amount of gain or (loss) reclassified from AOCI into income (effective portion) | ||||||
Interest rate swap | $ | -69 | Interest expense | $ | -36 | ||||
As of September 30, 2013, $0.1 million of deferred losses on derivative instruments accumulated in AOCI are expected to be reclassified to earnings during the next 12 months. Transactions and events expected to occur over the next twelve months that will necessitate reclassifying these derivatives' gains to earnings include the repricing of variable-rate debt. There were no cash flow hedges discontinued during 2013 or 2012. | |||||||||
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||
Fair Value Disclosures [Text Block] | ' | |||||||||
13. Fair Value Measurements | ||||||||||
Fair value measurement is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy is established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: | ||||||||||
Level 1—Quoted prices in active markets for identical assets or liabilities. | ||||||||||
Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. | ||||||||||
Level 3—Unobservable inputs based on the Company's own assumptions. | ||||||||||
The following table presents the fair value hierarchy for those liabilities measured at fair value on a recurring basis: | ||||||||||
Fair Value as of September 30, 2013 | ||||||||||
(In thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||
Liabilities: | ||||||||||
Interest rate swap agreements | $ | - | $ | 69 | $ | - | $ | 69 | ||
The Company uses the market approach technique to value its financial liabilities. The Company's financial liabilities carried at fair value include derivative instruments used to hedge the Company's interest rate risks. The fair value of the Company's interest rate swap agreement was based on LIBOR yield curves at the reporting date. | ||||||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Taxes Disclosure [Abstract] | ' |
Income Taxes Disclosure [Text Block] | ' |
14. Income Tax | |
The effective income tax benefit was 30.7% and 51.0% for the three and nine months ended September 30, 2013, respectively. The rates for both periods included benefits related to foreign tax rate differential, research and development tax credits and stock options, as well as offsetting discrete expense items related to certain non-deductible costs. | |
During the three months ended September 30, 2013, the Company closed its IRS audit of the 2009 and 2010 tax years with no material charges. | |
Segment_Reporting
Segment Reporting | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Segment and Related Information Disclosure [Abstract] | ' | ||||||||
Segment Reporting Disclosure [Text Block] | ' | ||||||||
15. Segment Reporting | |||||||||
The Company has two reportable segments, namely the LSRT segment and the Regenerative Medicine Device (“RMD”) segment. The Company has two operating segments aggregated under the LSRT segment. These operating segments have similar products and services, customer channels, distribution methods and historical margins. The LSRT segment is engaged in the development, manufacture and marketing of specialized products, primarily apparatus and scientific instruments, used to advance life science research at pharmaceutical and biotechnology companies, universities and government laboratories worldwide. | |||||||||
The RMD segment is engaged in the development, manufacturing and marketing of devices used by clinicians and researchers in the field of regenerative medicine. | |||||||||
Non operating expenses that are not allocated to operating divisions are under the caption “Unallocated Expenses”. Unallocated expenses also include certain corporate related expenses that are not allocable to the operating segments. | |||||||||
Summarized financial information on the Company's reportable segments for the three and nine months ended September 30, 2013 and 2012 are shown in the following table. There were no inter-segment revenues. | |||||||||
LSRT | RMD | Unallocated | Total | ||||||
(in thousands) | |||||||||
Three months ended September 30, 2013 | |||||||||
Total revenues | $ | 25,137 | $ | - | $ | - | $ | 25,137 | |
Operating income (loss) | 2,312 | -1,919 | -1,447 | -1,054 | |||||
Income (loss) before income taxes | 2,125 | -1,919 | -1,617 | -1,411 | |||||
Total assets | 147,650 | 460 | 227 | 148,337 | |||||
Three months ended September 30, 2012 | |||||||||
Total revenues | $ | 26,104 | - | - | 26,104 | ||||
Operating income (loss) | 2,675 | -1,647 | -1,107 | -79 | |||||
Income (loss) before income taxes | 2,629 | -1,647 | -1,239 | -257 | |||||
Total assets | 129,931 | 295 | 354 | 130,580 | |||||
Nine months ended September 30, 2013 | |||||||||
Total revenues | $ | 77,317 | - | - | 77,317 | ||||
Operating income (loss) | 8,760 | -6,866 | -3,877 | -1,983 | |||||
Income (loss) before income taxes | 8,261 | -6,866 | -4,161 | -2,766 | |||||
Total assets | 147,650 | 460 | 227 | 148,337 | |||||
Nine months ended September 30, 2012 | |||||||||
Total revenues | $ | 82,922 | - | - | 82,922 | ||||
Operating income (loss) | 10,449 | -4,434 | -3,567 | 2,448 | |||||
Income (loss) before income taxes | 10,103 | -4,434 | -4,011 | 1,658 | |||||
Total assets | 129,931 | 295 | 354 | 130,580 |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [TextBlock] | ' |
16. Subsequent Events | |
Harvard Apparatus Regenerative Technology, Inc., or HART Spin-off | |
On November 1, 2013, the previously announced spin-off of Harvard Apparatus Regenerative Technology, Inc., or HART, from our company was completed. On that date, HART became an independent company that operates the regenerative medicine business, previously owned by us. The spin-off was completed through the distribution to our stockholders of record of all the shares of common stock of HART (the “Distribution”). In the Distribution, we distributed to our stockholders one share of HART common stock for every four shares of our common stock outstanding as of the close of business on October 21, 2013, the record date for the Distribution. Fractional shares of HART common stock were not included in the distribution. Instead, the Registrar & Transfer Company aggregated fractional shares into whole shares, and sold the whole shares in the open market and distributed the aggregate net cash proceeds pro rata to each holder who otherwise would have been entitled to receive a fractional share in the Distribution. | |
Effective with the spin-off, Harvard Bioscience contributed $15.0 million in cash to HART to fund its operations. | |
In connection with the spin-off of HART, certain required adjustments were made to our outstanding equity compensation awards under our employee benefit plans. Each outstanding option to purchase Harvard Bioscience common stock was converted on the date of the Distribution into both an adjusted Harvard Bioscience option to purchase Harvard Bioscience common stock and an option to purchase HART common stock. Black-Scholes valuation modeling was used to determine the value that each Harvard Bioscience option has lost at the time of the Distribution and to ensure the holder maintained such lost value, 80% of such lost value was provided back to the holder by making appropriate adjustments to the share amount and exercise price of the existing Harvard Bioscience option and 20% of such lost value was provided back to the holder through the issuance of an option to purchase HART common stock. Similar to the adjustment of the existing Harvard Bioscience options, with respect to each unvested Harvard Bioscience restricted stock unit outstanding at the time of the Distribution, such Harvard Bioscience restricted stock units was converted on the date of the Distribution into both an adjusted Harvard Bioscience restricted stock unit and a HART restricted stock unit. The market prices of Harvard Bioscience and HART common stock were used to determine the value that each Harvard Bioscience restricted stock unit lost at the time of the Distribution and then to ensure the holder maintained such lost value, 80% of such lost value was provided back to the holder by making appropriate increase of the share amount of the existing Harvard Bioscience restricted stock unit and 20% of such lost value was provided back to the holder through the issuance of a HART restricted stock unit. The share amounts and exercise prices of the adjusted Harvard Bioscience options and HART options, as well as the share amounts of the adjusted Harvard Bioscience restricted stock unit and HART restricted stock unit, would each be adjusted and set in a manner to ensure the intrinsic value held by the holder pertaining to the existing Harvard Bioscience award is maintained immediately following the Distribution and shall be determined such that tax is not triggered under Section 409A of the Internal Revenue Code. As part of these required adjustments, we issued an additional approximately 1.7 million options and approximately 0.1 million restricted stock units to holders of our outstanding equity compensation awards. | |
In connection with the spin-off, on October 31, 2013, the Company entered into various commercial agreements with HART which contain many of the key provisions related to the Distribution. These agreements include: (i) a Separation and Distribution Agreement; (ii) an Intellectual Property Matters Agreement; (iii) a Product Distribution Agreement; (iv) a Tax Sharing Agreement; (v) a Transition Services Agreement; and (vi) a Sublease. | |
Harvard Bioscience intends for the HART contribution and Distribution, taken together, to qualify as a reorganization pursuant to which no gain or loss is recognized by Harvard Bioscience or its stockholders for federal income tax purposes under Sections 355, 368(a)(1)(D) and related provisions of the Internal Revenue Code. On June 28, 2013, Harvard Bioscience received a Supplemental Ruling to the Private Letter Ruling dated March 22, 2013 from the IRS to the effect that, among other things, the spin-off will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355 and 368(a)(1)(D) of the Internal Revenue Code continuing in effect. Harvard Bioscience also intends to seek an opinion from its outside tax advisor to such effect. In connection with the ruling and the opinion, Harvard Bioscience made or will make, respectively, certain representations regarding it and its business. The Company has agreed that it will not take or fail to take any action which prevents or could reasonably be expected to prevent the tax-free status of the spin-off. HART has agreed to certain restrictions that are intended to preserve the tax-free status of the contribution and the Distribution. HART may take certain actions otherwise prohibited by these covenants if Harvard Bioscience receives a private letter ruling from the IRS or if HART obtains, and provides to Harvard Bioscience, an opinion from a U.S. tax counsel or accountant of recognized national standing, in either case, acceptable to Harvard Bioscience in its sole and absolute discretion to the effect that such action would not jeopardize the tax-free status of the contribution and the Distribution. These covenants include restrictions on HART's: | |
• issuance or sale of stock or other securities (including securities convertible into HART's stock but excluding certain compensatory arrangements); | |
• sales of assets outside the ordinary course of business; and | |
• entering into any other corporate transaction which would cause HART to undergo a 50 percent or greater change in HART's stock ownership. | |
In addition, current U.S. federal income tax law creates a presumption that the Company's spin-off of HART would be taxable to the Company, but not its stockholders, if such spin-off is part of a “plan or series of related transactions” pursuant to which one or more persons acquire directly or indirectly stock representing a 50% or greater interest (by vote or value) in the Company or HART. Acquisitions that occur during the four-year period that begins two years before the date of the spin-off are presumed to occur pursuant to a plan or series of related transactions, unless it is established that the acquisition is not pursuant to a plan or series of transactions that includes the spin-off. U.S. Treasury regulations currently in effect generally provide that whether an acquisition and a spin-off are part of a plan is determined based on all of the facts and circumstances, including, but not limited to, specific factors described in the U.S. Treasury regulations. In addition, the U.S. Treasury regulations provide several “safe harbors” for acquisitions that are not considered to be part of a plan. These rules will limit the Company's ability during the two-year period following the spin-off to enter into certain transactions that may be advantageous to the Company and its stockholders, particularly issuing equity securities to satisfy financing needs, repurchasing equity securities, disposing of certain assets, engaging in mergers and acquisitions, and, under certain circumstances, acquiring businesses or assets with equity securities or agreeing to be acquired. | |
Credit Agreement | |
In October 2013, the Company amended the Credit Agreement to reduce the DDTL from up to $15 million to up to $10 million and allow for up to $5 million to instead be available for drawing as advances under the Revolving Line. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Derivatives, Methods of Accounting, Hedging Derivatives [Policy Text Block] | ' |
Derivatives | |
The Company uses interest-rate-related derivative instruments to manage its exposure related to changes in interest rates on its variable-rate debt instruments. The Company does not enter into derivative instruments for any purpose other than cash flow hedging. The Company does not speculate using derivative instruments. The Company recognizes all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. For derivatives designated in hedging relationships, changes in the fair value are either offset through earnings against the change in fair value of the hedged item attributable to the risk being hedged or recognized in accumulated other comprehensive income (“AOCI”), to the extent the derivative is effective at offsetting the changes in cash flows being hedged until the hedged item affects earnings. | |
The Company only enters into derivative contracts that it intends to designate as a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). For all hedging relationships, the Company formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument's effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure ineffectiveness. The Company also formally assesses, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. For derivative instruments that are designated and qualify as part of a cash flow hedging relationship, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. | |
The Company discontinues hedge accounting prospectively when it determines that the derivative is no longer effective in offsetting cash flows attributable to the hedged risk, the derivative expires or is sold, terminated, or exercised, the cash flow hedge is de-designated because a forecasted transaction is not probable of occurring, or management determines to remove the designation of the cash flow hedge. | |
In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company continues to carry the derivative at its fair value on the balance sheet and recognizes any subsequent changes in its fair value in earnings. When it is probable that a forecasted transaction will not occur, the Company discontinues hedge accounting and recognizes immediately in earnings gains and losses that were accumulated in other comprehensive income related to the hedging relationship. |
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Goodwill And Other Intangible Assets Disclosure [Abstract] | ' | |||||||||||||
Schedule of Intangible Assets and Goodwill [Table Text Block] | ' | |||||||||||||
Weighted | ||||||||||||||
September 30, | December 31, | Average | ||||||||||||
2013 | 2012 | Life (a) | ||||||||||||
(in thousands) | ||||||||||||||
Amortizable intangible assets: | Gross | Accumulated Amortization | Gross | Accumulated Amortization | ||||||||||
Existing technology | $ | 13,302 | $ | -10,785 | $ | 13,258 | $ | -10,207 | 4.5Years | |||||
Tradename | 6,182 | -2,081 | 6,167 | -1,756 | 11.2Years | |||||||||
Distribution agreement/customer relationships | 21,790 | -9,063 | 21,699 | -7,938 | 10.8Years | |||||||||
Patents | 9 | -7 | 9 | -7 | 2.6Years | |||||||||
Total amortizable intangible assets | $ | 41,283 | $ | -21,936 | $ | 41,133 | $ | -19,908 | ||||||
Unamortizable intangible assets: | ||||||||||||||
Goodwill | $ | 36,318 | $ | 36,200 | ||||||||||
Other indefinite lived intangible assets | 1,283 | 1,276 | ||||||||||||
Total goodwill and other indefinite lived intangible assets | $ | 37,601 | $ | 37,476 | ||||||||||
(a) Weighted average life is as of September 30, 2013. | ||||||||||||||
Goodwill Rollforward [Table Text Block] | ' | |||||||||||||
Goodwill rollforward | ||||||||||||||
(in thousands) | ||||||||||||||
Balance at December 31, 2012 | $ | 36,200 | ||||||||||||
Effect of change in foreign currencies | 118 | |||||||||||||
Balance at September 30, 2013 | $ | 36,318 |
Inventories_Tables
Inventories (Tables) | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Inventories Disclosure [Abstract] | ' | ||||||
Schedule of Inventory [Table Text Block] | ' | ||||||
September 30, | December 31, | ||||||
2013 | 2012 | ||||||
(in thousands) | |||||||
Finished goods | $ | 7,957 | $ | 8,023 | |||
Work in process | 806 | 731 | |||||
Raw materials | 9,265 | 9,008 | |||||
Total | $ | 18,028 | $ | 17,762 |
Restructuring_and_Other_Exit_C1
Restructuring and Other Exit Costs (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||
Restructuring Plan Table [Table Text Block] | ' | |||||||||||
Severance and | ||||||||||||
Related Costs | ||||||||||||
(in thousands) | ||||||||||||
Restructuring charges | $ | 96 | ||||||||||
Cash payments | -96 | |||||||||||
Restructuring balance at September 30, 2013 | $ | - | ||||||||||
Severance and | ||||||||||||
Related Costs | Other | Total | ||||||||||
(in thousands) | ||||||||||||
Restructuring charges | $ | 312 | $ | 11 | $ | 323 | ||||||
Cash payments | -179 | - | -179 | |||||||||
Restructuring balance at December 31, 2012 | 133 | 11 | 144 | |||||||||
Cash payments | -84 | -11 | -95 | |||||||||
Non-cash reversal of restructuring charges | -45 | - | -45 | |||||||||
Restructuring balance at September 30, 2013 | $ | 4 | $ | - | $ | 4 | ||||||
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
(in thousands) | (in thousands) | |||||||||||
Restructuring charges | $ | 96 | $ | 29 | $ | 51 | $ | 166 |
Discontinued_Operation_Tables
Discontinued Operation (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Discontinued Operations [Abstract] | ' | |||||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | ' | |||||||||||
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
(in thousands) | (in thousands) | |||||||||||
(Loss) income from discontinued operations, net of tax | $ | -5 | $ | - | $ | 282 | $ | - |
Warranties_Tables
Warranties (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Warranties Disclosure [Abstract] | ' | |||||||||||
Warranty Rollforward Disclosure [Table Text Block] | ' | |||||||||||
Beginning | Ending | |||||||||||
Balance | Payments | Additions | Balance | |||||||||
(in thousands) | ||||||||||||
Year ended December 31, 2012 | $ | 144 | $ | -136 | $ | 214 | $ | 222 | ||||
Nine months ended September 30, 2013 | $ | 222 | $ | -89 | $ | 160 | $ | 293 |
Employee_Benefit_Plans_Tables
Employee Benefit Plans (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Employee Benefit Plans Disclosure [Abstract] | ' | |||||||||||
Defined Benefit Pension Expense [Table Text Block] | ' | |||||||||||
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
(in thousands) | ||||||||||||
Components of net periodic benefit cost: | ||||||||||||
Service cost | $ | 84 | $ | 83 | $ | 235 | $ | 241 | ||||
Interest cost | 209 | 214 | 583 | 600 | ||||||||
Expected return on plan assets | -137 | -147 | -383 | -414 | ||||||||
Net amortization loss | 65 | 56 | 181 | 156 | ||||||||
Net periodic benefit cost | $ | 221 | $ | 206 | $ | 616 | $ | 583 |
Leases_Tables
Leases (Tables) | 9 Months Ended | ||
Sep. 30, 2013 | |||
Leases Disclosure [Abstract] | ' | ||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | ' | ||
Operating | |||
Leases | |||
(in thousands) | |||
2014 | $ | 1,197 | |
2015 | 1,048 | ||
2016 | 743 | ||
2017 | 455 | ||
2018 | 159 | ||
Thereafter | 69 | ||
Net minimum lease payments | $ | 3,671 |
Capital_Stock_Tables
Capital Stock (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Capital Stock Disclosure [Abstract] | ' | |||||||||||||
Schedule Of Stock Options And Restricted Stock Units Activity Rollforward [Table Text Block] | ' | |||||||||||||
Stock Options | Restricted Stock Units | |||||||||||||
Weighted | ||||||||||||||
Stock | Average | Restricted | ||||||||||||
Available | Options | Exercise | Stock Units | Grant Date | ||||||||||
for Grant | Outstanding | Price | Outstanding | Fair Value | ||||||||||
Balance at December 31, 2012 | 1,972,956 | 8,078,509 | $ | 4.25 | 677,193 | $ | 3.97 | |||||||
Granted | -950,665 | 826,388 | 5.08 | 124,277 | 5.08 | |||||||||
Fungible share adjustment for RSUs granted | -98,182 | - | - | |||||||||||
Exercised | - | -1,924,264 | 5.47 | - | - | |||||||||
Vested (RSUs) | - | - | - | -233,530 | ||||||||||
Shares withheld for taxes | 24,169 | - | - | - | - | |||||||||
Cancelled / forfeited | 1,059,544 | -920,489 | 5.73 | -139,055 | 3.98 | |||||||||
Fungible share adjustment for RSUs cancelled | 83,467 | - | - | - | - | |||||||||
Balance at September 30, 2013 | 2,091,289 | 6,060,144 | $ | 4.37 | 428,885 | $ | 4.29 | |||||||
Table Of Assumptions [Table Text Block] | ' | |||||||||||||
Nine Months Ended | ||||||||||||||
September 30, | ||||||||||||||
2013 | 2012 | |||||||||||||
Volatility | 57.2 | % | 55.09 | % | ||||||||||
Risk-free interest rate | 1.18 | % | 0.8 | % | ||||||||||
Expected holding period (in years) | 5.64 | 5.98 | ||||||||||||
Dividend Yield | 0 | % | 0 | % | ||||||||||
Stock Based Compensation Expense Activity By Function [Table Text Block] | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
(in thousands) | ||||||||||||||
Cost of product revenues | $ | 39 | $ | 24 | $ | 91 | $ | 62 | ||||||
Sales and marketing | 76 | 67 | 191 | 157 | ||||||||||
General and administrative | 632 | 859 | 1,685 | 2,134 | ||||||||||
Research and development | 16 | 8 | 33 | 20 | ||||||||||
Total stock-based compensation | $ | 763 | $ | 958 | $ | 2,000 | $ | 2,373 | ||||||
Basic and Diluted Shares [Table Text Block] | ' | |||||||||||||
` | Three Months Ended | Nine Months Ended | ||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Basic | 30,574,815 | 28,797,887 | 30,154,788 | 28,758,621 | ||||||||||
Effect of assumed conversion of stock options and restricted stock units | - | - | - | 594,642 | ||||||||||
Diluted | 30,574,815 | 28,797,887 | 30,154,788 | 29,353,263 |
Derivative_Financial_Instrumen1
Derivative Financial Instruments-Interest Rate Hedging Instruments (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | ' | ||||||||
30-Sep-13 | 30-Sep-13 | ||||||||
Notional | Fair | ||||||||
Amount | Value (a) | ||||||||
Derivatives designated as hedging instruments under ASC 815 | Balance sheet classification | (in thousands) | |||||||
Interest rate swap | Other liabilities-non current | $ | 13,500 | $ | -69 | ||||
(a) See note 13 for the fair value measurements related to these financial instruments. | |||||||||
Schedule of effect of derivative instruments on the consolidated statements of operations [Table Text Block] | ' | ||||||||
For the Three months ended September 30, 2013 | |||||||||
(In thousands) | Amount of gain or (loss) recognized in OCI on derivative (effective portion) | Location of gain or (loss) reclassified from AOCI into income (effective portion) | Amount of gain or (loss) reclassified from AOCI into income (effective portion) | ||||||
Interest rate swap | $ | -23 | Interest expense | $ | -29 | ||||
For the Nine months ended September 30, 2013 | |||||||||
(In thousands) | Amount of gain or (loss) recognized in OCI on derivative (effective portion) | Location of gain or (loss) reclassified from AOCI into income (effective portion) | Amount of gain or (loss) reclassified from AOCI into income (effective portion) | ||||||
Interest rate swap | $ | -69 | Interest expense | $ | -36 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||
Schedule Of Fair Value Assets And Liabilities Measured On Recurring Basis [Table Text Block] | ' | |||||||||
Fair Value as of September 30, 2013 | ||||||||||
(In thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||
Liabilities: | ||||||||||
Interest rate swap agreements | $ | - | $ | 69 | $ | - | $ | 69 |
Segment_and_Related_Informatio
Segment and Related Information (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Segment and Related Information Disclosure [Abstract] | ' | ||||||||
Segment and Related Information [Table Text Block] | ' | ||||||||
LSRT | RMD | Unallocated | Total | ||||||
(in thousands) | |||||||||
Three months ended September 30, 2013 | |||||||||
Total revenues | $ | 25,137 | $ | - | $ | - | $ | 25,137 | |
Operating income (loss) | 2,312 | -1,919 | -1,447 | -1,054 | |||||
Income (loss) before income taxes | 2,125 | -1,919 | -1,617 | -1,411 | |||||
Total assets | 147,650 | 460 | 227 | 148,337 | |||||
Three months ended September 30, 2012 | |||||||||
Total revenues | $ | 26,104 | - | - | 26,104 | ||||
Operating income (loss) | 2,675 | -1,647 | -1,107 | -79 | |||||
Income (loss) before income taxes | 2,629 | -1,647 | -1,239 | -257 | |||||
Total assets | 129,931 | 295 | 354 | 130,580 | |||||
Nine months ended September 30, 2013 | |||||||||
Total revenues | $ | 77,317 | - | - | 77,317 | ||||
Operating income (loss) | 8,760 | -6,866 | -3,877 | -1,983 | |||||
Income (loss) before income taxes | 8,261 | -6,866 | -4,161 | -2,766 | |||||
Total assets | 147,650 | 460 | 227 | 148,337 | |||||
Nine months ended September 30, 2012 | |||||||||
Total revenues | $ | 82,922 | - | - | 82,922 | ||||
Operating income (loss) | 10,449 | -4,434 | -3,567 | 2,448 | |||||
Income (loss) before income taxes | 10,103 | -4,434 | -4,011 | 1,658 | |||||
Total assets | 129,931 | 295 | 354 | 130,580 |
Basis_of_Presentation_and_Summ1
Basis of Presentation and Summary of Significant Accounting Policies (Narratives) (Details) (USD $) | 0 Months Ended | |||
Jun. 05, 2013 | Mar. 29, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | |
Derivative Instruments And Hedging Activities Disclosure [Line Items] | ' | ' | ' | ' |
Secured Debt | ' | ' | $23,500,000 | $13,000,000 |
Minimum percentage of Term Loan and the DDTL that company was required to fix the rate of interest on | 50.00% | 50.00% | ' | ' |
Notional Amount of Interest Rate Swaps | $15,000,000 | ' | ' | ' |
Term Loan [Member] | ' | ' | ' | ' |
Derivative Instruments And Hedging Activities Disclosure [Line Items] | ' | ' | ' | ' |
LIBOR Rate | 0.96% | ' | ' | ' |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Narratives) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Goodwill And Other Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' |
Amortization of intangible assets | $600,000 | $681,000 | $1,955,000 | $2,071,000 |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 2,600,000 | ' | 2,600,000 | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 2,400,000 | ' | 2,400,000 | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 2,100,000 | ' | 2,100,000 | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 2,000,000 | ' | 2,000,000 | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | $1,800,000 | ' | $1,800,000 | ' |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets (Details 1) (USD $) | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Finite-Lived Intangible Assets, Gross | $41,283 | $41,133 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 21,936 | 19,908 | |
Goodwill | 36,318 | 36,200 | |
Other indefinite lived intangible assets | 1,283 | 1,276 | |
Total goodwill and other indefinite lived intangible assets | 37,601 | 37,476 | |
Developed Technology Rights [Member] | ' | ' | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Finite-Lived Intangible Assets, Gross | 13,302 | 13,258 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 10,785 | 10,207 | |
Finite-Lived Intangible Asset, Useful Life | '4 years 6 months 0 days | [1] | ' |
Trade Names [Member] | ' | ' | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Finite-Lived Intangible Assets, Gross | 6,182 | 6,167 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 2,081 | 1,756 | |
Finite-Lived Intangible Asset, Useful Life | '11 years 2 months 12 days | [1] | ' |
Customer Relationships [Member] | ' | ' | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Finite-Lived Intangible Assets, Gross | 21,790 | 21,699 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 9,063 | 7,938 | |
Finite-Lived Intangible Asset, Useful Life | '10 years 9 months 18 days | [1] | ' |
Patents [Member] | ' | ' | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Finite-Lived Intangible Assets, Gross | 9 | 9 | |
Finite-Lived Intangible Assets, Accumulated Amortization | $7 | $7 | |
Finite-Lived Intangible Asset, Useful Life | '2 years 7 months 6 days | [1] | ' |
[1] | (a) Weighted average life is as of September 30, 2013. |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets (Details 2) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Goodwill And Other Intangible Assets Disclosure [Abstract] | ' |
Goodwill, Beginning Balance | $36,200 |
Foreign currency translation adjustments related to goodwill balance | 118 |
Goodwill, Ending Balance | $36,318 |
Inventories_Details_1
Inventories (Details 1) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventories Disclosure [Abstract] | ' | ' |
Finished Goods | $7,957 | $8,023 |
Work in Process | 806 | 731 |
Raw Materials | 9,265 | 9,008 |
Total Inventories, Net | $18,028 | $17,762 |
Restructuring_and_Other_Exit_C2
Restructuring and Other Exit Cots (Narratives) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 |
Restructuring Plan 2012 [Member] | Employee Severance [Member] | Employee Severance [Member] | Other Costs [Member] | |||||
Restructuring Plan 2012 [Member] | Restructuring Plan 2013 [Member] | Restructuring Plan 2012 [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | $96 | $29 | $51 | $166 | $323 | $312 | $96 | $11 |
Restructuring_and_Other_Exit_C3
Restructuring and Other Exit Costs (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
Restructuring Plan 2012 [Member] | Restructuring Plan 2012 [Member] | Employee Severance [Member] | Employee Severance [Member] | Employee Severance [Member] | Other Costs [Member] | Other Costs [Member] | |||||
Restructuring Plan 2012 [Member] | Restructuring Plan 2012 [Member] | Restructuring Plan 2013 [Member] | Restructuring Plan 2012 [Member] | Restructuring Plan 2012 [Member] | |||||||
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Reserve, Beginning Balance | ' | ' | ' | ' | $144 | ' | $133 | ' | ' | $11 | ' |
Restructuring charges | 96 | 29 | 51 | 166 | ' | 323 | ' | 312 | 96 | ' | 11 |
Cash payments | ' | ' | ' | ' | -95 | -179 | -84 | -179 | -96 | -11 | 0 |
Non-cash charges | ' | ' | ' | ' | -45 | ' | -45 | ' | ' | 0 | ' |
Restructuring Reserve, Ending Balance | ' | ' | ' | ' | $4 | $144 | $4 | $133 | $0 | $0 | $11 |
Discontinued_Operations_Narrat
Discontinued Operations (Narratives) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Nov. 30, 2007 | Sep. 30, 2013 | Sep. 30, 2008 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Genomic Solutions Division [Member] | Genomic Solutions Division [Member] | Union Biometrica Division [Member] | Union Biometrica Division [Member] | Union Biometrica Division [Member] | Union Biometrica Division [Member] | Union Biometrica Division [Member] | |||||
Y | Y | ||||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Disposal Purchase Price | ' | ' | ' | ' | $1,000,000 | ' | $1 | ' | ' | ' | ' |
Business Disposal Earnout Period In Years | ' | ' | ' | ' | 3 | ' | 5 | ' | ' | ' | ' |
Business Disposal Earnout Percent Of Revenue | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' |
Business Disposal Promissory Note Amount | ' | ' | ' | ' | ' | 4,600,000 | ' | 1,800,000 | ' | 1,800,000 | ' |
Business Disposal Promissory Note Interest Basis Points Over Libor | ' | ' | ' | ' | ' | 11.00% | ' | ' | ' | ' | ' |
Valuation Allowance For Uncertain Collectability Of Business Disposal Promissory Note | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' |
Business Disposal Earnout Percent Of Revenue Upto Six Million | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' |
Business Disposal Earnout Percent Of Revenue Above Six Million | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' |
Business Disposal Promissory Note Interest Percent | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | ' |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | -5,000 | 0 | 282,000 | 0 | ' | ' | ' | -5,000 | 0 | 282,000 | 0 |
Base Revenue Amount For Earnout | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' |
Business Disposal Promissory Note Amount Paid | ' | ' | ' | ' | ' | ' | ' | 1,700,000 | ' | 1,700,000 | ' |
Business Disposal Promissory Note Outstanding | ' | ' | ' | ' | ' | ' | ' | $100,000 | ' | $100,000 | ' |
Warranties_Details_1
Warranties (Details 1) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Product Warranty Disclosure [Abstract] | ' | ' |
Warranty, Beginning Balance | $222 | $144 |
Warranty payments | -89 | -136 |
Warranty additions | 160 | 214 |
Warranty, Ending Balance | $293 | $222 |
Employee_Benefit_Plans_Narrati
Employee Benefit Plans (Narratives) (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Employee Benefit Plans Disclosure [Abstract] | ' | ' | ' | ' | ' |
Defined Benefit Plan Payments In Current Fiscal Year | $0.30 | $0.20 | $0.70 | $0.70 | ' |
Expected employer contribution in current remaining fiscal year | 0.2 | ' | 0.2 | ' | ' |
Defined Benefit Pension Plan, Liabilities, Noncurrent | $5.90 | ' | $5.90 | ' | $5.90 |
Employee_Benefit_Plans_Details
Employee Benefit Plans (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Employee Benefit Plans Disclosure [Abstract] | ' | ' | ' | ' |
Service Cost | $84 | $83 | $235 | $241 |
Interest Cost | 209 | 214 | 583 | 600 |
Expected Return on Plan Assets | -137 | -147 | -383 | -414 |
Net Amortization Loss | 65 | 56 | 181 | 156 |
Net Periodic Benefit Cost, Total | $221 | $206 | $616 | $583 |
Leases_Narratives_Details
Leases (Narratives) (Details) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Leases Disclosure [Abstract] | ' | ' |
Estimated Rental Expenses Current Year | $1.20 | ' |
Operating Leases, Rent Expense, Net | $0.90 | $1 |
Leases_Details_1
Leases (Details 1) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Leases Disclosure [Abstract] | ' |
2014 | $1,197 |
2015 | 1,048 |
2016 | 743 |
2017 | 455 |
2018 | 159 |
Thereafter | 69 |
Operating Leases, Total Future Minimum Payments Due | $3,671 |
Capital_Stock_Narratives_Detai
Capital Stock (Narratives) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 162 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Increase In Number Of Shares Authorized For Issuance Under Stock Option And Incentive Plan | 250,000 | ' | ' | 250,000 | ' | ' |
Stock issued during the year, Shares, Employee Stock Purchase Plans | 0 | 0 | ' | 27,305 | 25,597 | 497,708 |
Options, Grants in Period, Weighted Average Grant Date Fair Value | ' | ' | ' | $2.64 | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,060,144 | 8,644,009 | ' | 7,227,774 | 5,812,794 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Offering Date | ' | ' | ' | 85.00% | ' | ' |
Employee Stock Purchase Plan Shares Authorized | 750,000 | ' | ' | 750,000 | ' | ' |
Equity Instruments Other than Options, Grants in Period | ' | ' | ' | 124,277 | ' | ' |
Options, Granted in Period, Shares | 0 | ' | 0 | 826,388 | ' | ' |
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | ' | ' | ' | '10 years | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs, Capitalized Amount | $0 | ' | $0 | $0 | ' | ' |
Minimum [Member] | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | ' | '1 year | ' | ' |
Maximum [Member] | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | ' | '4 years | ' | ' |
Capital_Stock_Details_1
Capital Stock (Details 1) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Opening Balance Available for Grant | ' | ' | 1,972,956 | ' |
Opening Balance Stock Options Outstanding | ' | ' | 8,078,509 | ' |
Opening Balance Weighted Average Exercise Price | ' | ' | $4.25 | ' |
Options, Granted in Period, Shares | 0 | 0 | 826,388 | ' |
Options, Granted in Period, Weighted Average Exercise Price | ' | ' | $5.08 | ' |
Fungible Share Adjustment For Restricted Stock Units Granted | ' | ' | -98,182 | ' |
Stock option exercised during the year, Shares | ' | ' | -1,924,264 | ' |
Options, Exercised in Period, Weighted Average Exercise Price | ' | ' | $5.47 | ' |
Shares Paid for Tax Withholding for Share Based Compensation | ' | ' | 24,169 | ' |
Options, Forfeitures and Expirations in Period | ' | ' | -920,489 | ' |
Stock Options And Restricted Stock Units Cancelled | ' | ' | 1,059,544 | ' |
Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | ' | ' | ($5.73) | ' |
Closing Balance Available for Grant | 2,091,289 | ' | 2,091,289 | ' |
Closing Balance Stock Options Outstanding | 6,060,144 | ' | 6,060,144 | ' |
Closing Balance Weighted Average Exercise Price | $4.37 | ' | $4.37 | ' |
Increase In Number Of Shares Authorized For Issuance Under Stock Option And Incentive Plan | 250,000 | ' | 250,000 | ' |
Stock Options And Restricted Stock Units Issued | ' | ' | -950,665 | ' |
Options, Grants in Period, Weighted Average Grant Date Fair Value | ' | ' | $2.64 | ' |
Begining Balance Restricted Stock Units Outstanding | ' | ' | 677,193 | ' |
Begining Balance Grant Date Fair Value Of Restricted Stock Units | ' | ' | $3.97 | ' |
Equity Instruments Other than Options, Grants in Period | ' | ' | 124,277 | ' |
Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | ' | ' | $5.08 | ' |
Equity Instruments Other than Options, Vested in Period | ' | ' | -233,530 | ' |
Equity Instruments Other than Options, Cancelled/ forfeited in Period | ' | ' | -139,055 | ' |
Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | ' | ' | $3.98 | ' |
Closing Balance Restricted Stock Units Outstanding | 428,885 | ' | 428,885 | ' |
Closing Balance Grant Date Fair Value Of Restricted Stock Units | $4.29 | ' | $4.29 | ' |
Fungible Share Adjustment For Restricted Stock Units Cancelled | ' | ' | 83,467 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ' | ' | ' | ' |
Fair Value Assumptions, Expected Volatility Rate | ' | ' | 57.20% | 55.09% |
Fair Value Assumptions, Risk Free Interest Rate | ' | ' | 1.18% | 0.80% |
Fair Value Assumptions, Expected Term | ' | ' | '5 years 7 months 20 days | '5 years 11 months 23 days |
Fair Value Assumptions, Expected Dividend Yield | ' | ' | 0.00% | 0.00% |
Capital_Stock_Details_2
Capital Stock (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Share-based Compensation | $763 | $958 | $2,000 | $2,373 |
Weighted Average Number Diluted Shares Outstanding Adjustment [Abstract] | ' | ' | ' | ' |
Basic | 30,574,815 | 28,797,887 | 30,154,788 | 28,758,621 |
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 0 | 0 | 594,642 |
Diluted | 30,574,815 | 28,797,887 | 30,154,788 | 29,353,263 |
Cost of Sales [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Share-based Compensation | 39 | 24 | 91 | 62 |
Research and Development Expense [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Share-based Compensation | 16 | 8 | 33 | 20 |
Selling and Marketing Expense [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Share-based Compensation | 76 | 67 | 191 | 157 |
General and Administrative Expense [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Share-based Compensation | $632 | $859 | $1,685 | $2,134 |
Revolving_Credit_Facility_Narr
Revolving Credit Facility (Narratives) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Jun. 05, 2013 | Mar. 29, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Aug. 07, 2009 |
Credit Agreement [Line Items] | ' | ' | ' | ' | ' | ' |
Previous Approved Credit Facility | ' | ' | ' | ' | ' | $20 |
Secured Debt | ' | ' | 23.5 | 23.5 | 13 | ' |
Minimum percentage of Term Loan and the DDTL that company was required to fix the rate of interest on | 50.00% | 50.00% | ' | ' | ' | ' |
Line of Credit Facility, Remaining Borrowing Capacity | ' | ' | 25 | 25 | ' | ' |
Debt issuance costs | ' | ' | 0 | 0.3 | ' | ' |
Maximum borrowings available under the current Credit Agreement | ' | 50 | ' | ' | ' | ' |
DDTL threshold for dollar for dollar reduction in revolving line | ' | 10 | ' | ' | ' | ' |
Lender Approval To Fund Acquisition With Cash Promissory Note In Excess Of Threshold | ' | 6 | ' | ' | ' | ' |
Lender Approval To Fund Acquisition With Equity In Excess Of Threshold | ' | 10 | ' | ' | ' | ' |
Revolving Credit Facility [Member] | ' | ' | ' | ' | ' | ' |
Credit Agreement [Line Items] | ' | ' | ' | ' | ' | ' |
Secured Debt | ' | 25 | 10 | 10 | ' | ' |
Maturity Dates | ' | 29-Mar-16 | ' | ' | ' | ' |
Basis spread over LIBOR | ' | 2.50% | ' | ' | ' | ' |
Secured Debt Interest Rate At Period End | ' | ' | 3.18% | 3.18% | ' | ' |
Term Loan [Member] | ' | ' | ' | ' | ' | ' |
Credit Agreement [Line Items] | ' | ' | ' | ' | ' | ' |
Secured Debt | ' | 15 | 13.5 | 13.5 | ' | ' |
Maturity Dates | ' | 29-Mar-18 | ' | ' | ' | ' |
Basis spread over LIBOR | ' | 3.00% | ' | ' | ' | ' |
Secured Debt Interest Rate At Period End | ' | ' | 3.96% | 3.96% | ' | ' |
Delayed Drawdown Term Loan [Member] | ' | ' | ' | ' | ' | ' |
Credit Agreement [Line Items] | ' | ' | ' | ' | ' | ' |
Secured Debt | ' | $15 | ' | ' | ' | ' |
Maturity Dates | ' | 29-Mar-18 | ' | ' | ' | ' |
Basis spread over LIBOR | ' | 3.00% | ' | ' | ' | ' |
Derivative_Financial_Instrumen2
Derivative Financial Instruments-Interest Rate Hedging Instruments (Narratives) (Details) (USD $) | 0 Months Ended | 9 Months Ended | |
Jun. 05, 2013 | Mar. 29, 2013 | Sep. 30, 2013 | |
Derivative Instruments And Hedging Activities Disclosure [Line Items] | ' | ' | ' |
Minimum percentage of Term Loan and the DDTL that company was required to fix the rate of interest on | 50.00% | 50.00% | ' |
Notional Amount of Interest Rate Swaps | $15,000,000 | ' | ' |
Deferred losses on derivative instruments accumulated in AOCI expected to be reclassified to earnings | ' | ' | $100,000 |
Term Loan [Member] | ' | ' | ' |
Derivative Instruments And Hedging Activities Disclosure [Line Items] | ' | ' | ' |
LIBOR Rate | 0.96% | ' | ' |
Derivative_Financial_Instrumen3
Derivative Financial Instruments-Interest Rate Hedging Instruments (Details) (USD $) | Jun. 05, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
In Thousands, unless otherwise specified | Interest Rate Swap [Member] | Other liabilities-non current [Member] | ||
Interest Rate Swap [Member] | ||||
Derivatives, Fair Value [Line Items] | ' | ' | ' | |
Notional Amount of Interest Rate Swaps | $15,000 | $13,500 | ' | |
Derivative Liability, Fair Value, Net | ' | ' | ($69) | [1] |
[1] | (a) See note 13 for the fair value measurements related to these financial instruments. |
Derivative_Financial_Instrumen4
Derivative Financial Instruments-Interest Rate Hedging Instruments (Details 1) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 |
Interest Expense [Member] | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion | ' | ($36) |
Interest Rate Swap [Member] | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | -23 | -69 |
Interest Rate Swap [Member] | Interest Expense [Member] | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion | ($29) | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (Interest Rate Swap [Member], USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' |
Derivative Financial Instruments Liabilities Fair Value Disclosure | $69 |
Fair Value Inputs Level 1 [Member] | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' |
Derivative Financial Instruments Liabilities Fair Value Disclosure | 0 |
Fair Value Inputs Level 2 [Member] | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' |
Derivative Financial Instruments Liabilities Fair Value Disclosure | 69 |
Fair Value Inputs Level 3 [Member] | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' |
Derivative Financial Instruments Liabilities Fair Value Disclosure | $0 |
Income_Tax_Narratives_Details
Income Tax (Narratives) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Taxes Disclosure [Abstract] | ' | ' | ' | ' |
Income tax (benefit) expense | ($433) | ($124) | ($1,410) | $490 |
Effective Income Tax Rate | 30.70% | ' | 51.00% | ' |
Segment_and_Related_Informatio1
Segment and Related Information (Narratives) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment and Related Information Disclosure [Abstract] | ' | ' | ' | ' |
Intersegment Revenue | $0 | $0 | $0 | $0 |
Segment_and_Related_Informatio2
Segment and Related Information (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Total Revenues | $25,137 | $26,104 | $77,317 | $82,922 | ' |
Operating income (loss) | -1,054 | -79 | -1,983 | 2,448 | ' |
Income (loss) before income taxes | -1,411 | -257 | -2,766 | 1,658 | ' |
Total assets | 148,337 | 130,580 | 148,337 | 130,580 | 133,484 |
LSRT Reportable Segment [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Total Revenues | 25,137 | 26,104 | 77,317 | 82,922 | ' |
Operating income (loss) | 2,312 | 2,675 | 8,760 | 10,449 | ' |
Income (loss) before income taxes | 2,125 | 2,629 | 8,261 | 10,103 | ' |
Total assets | 147,650 | 129,931 | 147,650 | 129,931 | ' |
Rmd Reportable Segment [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Total Revenues | 0 | 0 | 0 | 0 | ' |
Operating income (loss) | -1,919 | -1,647 | -6,866 | -4,434 | ' |
Income (loss) before income taxes | -1,919 | -1,647 | -6,866 | -4,434 | ' |
Total assets | 460 | 295 | 460 | 295 | ' |
Unallocated [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Total Revenues | 0 | 0 | 0 | 0 | ' |
Operating income (loss) | -1,447 | -1,107 | -3,877 | -3,567 | ' |
Income (loss) before income taxes | -1,617 | -1,239 | -4,161 | -4,011 | ' |
Total assets | $227 | $354 | $227 | $354 | ' |
Subsequent_Events_Narratives_D
Subsequent Events (Narratives) (Details) (USD $) | 0 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Oct. 31, 2013 | Nov. 01, 2013 | Oct. 21, 2013 |
Subsequent Event [Line Items] | ' | ' | ' |
Additional Stock Options Issued Due To Hart Spin Off | ' | 1.7 | ' |
Subsequent Event [Member] | ' | ' | ' |
Subsequent Event [Line Items] | ' | ' | ' |
Date Separation Plan Completed | ' | 'November 1, 2013 | ' |
Dividends Payable Date Of Record Day Month And Year | ' | ' | 21-Oct-13 |
Spin Off Stock Distribution Ratio Spinnee To Spinnor | ' | '1 for 4 | ' |
Cash Distrubuted To Spinnee In Spin Off Transaction | $15 | ' | ' |
Date Entered Into Commerical Agreements With Spinnee | '31-Oct-13 | ' | ' |
Lost Value Maintained Adjustment To Share And Exercise Price Of Existing Options | ' | 80.00% | ' |
Percent Lost Value Provided Back To Option Holder | ' | 20.00% | ' |
Lost Value Adjustment To Share Amount Of Existing Outstanding Restricted Stock Units | ' | 80.00% | ' |
Percent Lost Value Provided Back To Restricted Stock Unit Holder | ' | 20.00% | ' |
Additional Restricted Stock Units Issued Due To Hart Spin Off | ' | 0.1 | ' |
Transfer Of Delayed Draw Down Term Loan Capacity To Revolver Capacity | 5 | ' | ' |
Subsequent Event [Member] | Delayed Drawdown Term Loan [Member] | ' | ' | ' |
Subsequent Event [Line Items] | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | $10 | ' | ' |
Statement_of_Shareholders_Equi
Statement of Shareholders Equity (Details)- NOT USED (USD $) | 3 Months Ended | 9 Months Ended | 162 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 |
Total stockholders' equity at begining of the year, Value | ' | ' | $104,213 | ' | ' |
Stock option exercised during the year, Shares | ' | ' | -1,924,264 | ' | ' |
Stock issued during the year, Shares, Employee Stock Purchase Plans | 0 | 0 | 27,305 | 25,597 | 497,708 |
Stock-based compensation expense | ' | ' | 2,000 | 2,373 | ' |
Comprehensive income (loss) | ' | ' | ' | ' | ' |
Net (loss) income | -983 | -133 | -1,074 | 1,168 | ' |
Foreign currency translation adjustments | 2,387 | 1,444 | 497 | 988 | ' |
Total comprehensive income (loss) | 1,404 | 1,311 | -577 | 2,156 | ' |
Total stockholders' equity at year end, Value | $107,835 | ' | $107,835 | ' | ' |
Long_Term_Debt_Details_NOT_USE
Long Term Debt (Details)- NOT USED | 9 Months Ended |
Sep. 30, 2013 | |
Revolving Credit Facility Disclosure [Abstract] | ' |
Revolving Credit Facility Disclosure [Text Block] | ' |
11. Revolving Credit Facility | |
On August 7, 2009, the Company entered into an amended and restated $20.0 million revolving credit loan agreement with Bank of America, as agent, and Bank of America and Brown Brothers Harriman & Co as lenders. | |
On March 29, 2013, the Company entered into a Second Amended and Restated Revolving Credit Agreement (the “Credit Agreement”) with Bank of America, as agent, and Bank of America and Brown Brothers Harriman & Co as lenders. The Credit Agreement converted the Company's existing outstanding revolving advances into a term loan in the principal amount of $15 million (the “Term Loan”), provides a revolving credit facility in the maximum principal amount of $25 million (“Revolving Line”) and provides a delayed draw term loan of up to $15 million (the “DDTL”) to fund capital contributions to the Company's subsidiary, Harvard Apparatus Regenerative Technology, Inc., (“HART”). The maximum amount available under the Credit Agreement is $50 million as borrowings against the DDTL in excess of $10 million results in a dollar for dollar reduction in the Revolving Line capacity. The Revolving Line has a maturity date of March 29, 2016, while the Term Loan and DDTL have a maturity date of March 29, 2018. | |
Borrowings under the Term Loan and the DDTL shall bear interest at a rate based on either the effective London Interbank Offered Rate (LIBOR) for certain interest periods selected by the Company, or a daily floating rate based on the British Bankers' Association (BBA) LIBOR as published by Reuters (or other commercially available source providing quotations of BBA LIBOR), plus in either case, a margin of 3.0%. The Revolving Line shall bear interest at a rate based on either the effective LIBOR for certain interest periods selected by the Company, or a daily floating rate based on the BBA LIBOR, plus in either case, a margin of 2.5%. The Company was required to fix the rate of interest on at least 50% of the Term Loan and the DDTL through the purchase of interest rate swaps. The Term Loan and DDTL each have interest payments due at the end of the applicable LIBOR period, or monthly with respect to BBA LIBOR borrowings, and principal payments due quarterly. The Revolving Line has interest payments due at the end of the applicable LIBOR period, or monthly with respect to BBA LIBOR borrowings. | |
The Loans are guaranteed by all of the Company's direct and indirect domestic subsidiaries, excluding HART, and secured by substantially all of the assets of the Company and the guarantors. The Loans are subject to restrictive covenants under the Credit Agreement, and financial covenants that require the Company and its subsidiaries to maintain certain financial ratios on a consolidated basis, including a maximum leverage, minimum fixed charge coverage and minimum working capital. Prepayment of the Loans are allowed by the Credit Agreement at any time during the terms of the Loans. The Loans also contain limitations on the Company's ability to incur additional indebtedness and requires lender approval for acquisitions funded with cash, promissory notes and/or other consideration in excess of $6.0 million and for acquisitions funded solely with equity in excess of $10.0 million. | |
As of September 30, 2013 and December 31, 2012, the Company had borrowings of $23.5 million and $13.0 million, respectively, outstanding under its Credit Agreement. As of September 30, 2013, the Company was in compliance with all financial covenants contained in the credit agreement; the Company was not subject to any borrowing restrictions under the financial covenants and had available borrowing capacity under its Credit Agreement of $25.0 million. During the nine months ended September 30, 2013, the Company incurred $0.3 million of debt issuance costs associated with the Credit Agreement. The costs were capitalized, reflected in the balance sheet as an asset, and amortized over the finite life of the underlying Credit Agreement. | |
As of September 30, 2013, the effective interest rate on the Company's Term Loan and Revolving Line borrowings were 3.96% and 3.18%, respectively. | |
See Note 16 for a discussion of a recent amendment to the Credit Agreement. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Details)- NOT USED | 9 Months Ended |
Sep. 30, 2013 | |
Basis of Presentation and Summary of Significant Accounting Policies Disclosure [Abstract] | ' |
Basis of Presentation and Summary of Significant Accounting Policies Disclosure [Text Block] | ' |
1. Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation | |
The unaudited consolidated financial statements of Harvard Bioscience, Inc. and its wholly-owned subsidiaries (collectively, “Harvard Bioscience,” the “Company,” “our” or “we”) as of September 30, 2013 and for the three and nine months ended September 30, 2013 and 2012 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The December 31, 2012 consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, which was filed with the SEC on March 18, 2013. | |
In the opinion of management, all adjustments, which include normal recurring adjustments necessary to present a fair statement of financial position as of September 30, 2013, results of operations and comprehensive income (loss) for the three and nine months ended September 30, 2013 and 2012 and cash flows for the nine months ended September 30, 2013 and 2012, as applicable, have been made. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the operating results for the full fiscal year or any future periods. | |
Summary of Significant Accounting Policies | |
The accounting policies underlying the accompanying unaudited consolidated financial statements are those set forth in Note 2 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012. In addition to these policies, effective June 5, 2013, the Company entered into an interest rate swap contract and added the following policy to its “Summary of Significant Accounting Policies”. | |
Derivatives | |
The Company uses interest-rate-related derivative instruments to manage its exposure related to changes in interest rates on its variable-rate debt instruments. The Company does not enter into derivative instruments for any purpose other than cash flow hedging. The Company does not speculate using derivative instruments. The Company recognizes all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. For derivatives designated in hedging relationships, changes in the fair value are either offset through earnings against the change in fair value of the hedged item attributable to the risk being hedged or recognized in accumulated other comprehensive income (“AOCI”), to the extent the derivative is effective at offsetting the changes in cash flows being hedged until the hedged item affects earnings. | |
The Company only enters into derivative contracts that it intends to designate as a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). For all hedging relationships, the Company formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument's effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure ineffectiveness. The Company also formally assesses, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. For derivative instruments that are designated and qualify as part of a cash flow hedging relationship, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. | |
The Company discontinues hedge accounting prospectively when it determines that the derivative is no longer effective in offsetting cash flows attributable to the hedged risk, the derivative expires or is sold, terminated, or exercised, the cash flow hedge is de-designated because a forecasted transaction is not probable of occurring, or management determines to remove the designation of the cash flow hedge. | |
In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company continues to carry the derivative at its fair value on the balance sheet and recognizes any subsequent changes in its fair value in earnings. When it is probable that a forecasted transaction will not occur, the Company discontinues hedge accounting and recognizes immediately in earnings gains and losses that were accumulated in other comprehensive income related to the hedging relationship. | |