Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 30, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document period end date | Jun. 30, 2018 | |
Amendment flag | false | |
Document Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 | |
Current fiscal year end date | --12-31 | |
Entity central index key | 1,123,494 | |
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 | 36,579,598 | |
Trading Symbol | HBIO |
Statements of Financial Positio
Statements of Financial Position - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets: | |||
Cash and cash equivalents | $ 5,624 | $ 5,192 | $ 5,596 |
Accounts receivable, net of allowance for doubtful accounts of $521 and $193, | 19,593 | 13,382 | |
Inventories | 25,644 | 16,848 | |
Other receivables and other assets | 2,831 | 3,709 | |
Current assets held for sale | 0 | 8,404 | |
Total current assets | 53,692 | 47,535 | |
Property, plant and equipment, net | 5,493 | 3,743 | |
Deferred income tax assets | 177 | 182 | |
Amortizable intangible assets, net | 47,494 | 10,030 | |
Goodwill | 55,665 | 36,336 | |
Other indefinite lived intangible assets | 1,235 | 1,244 | |
Other assets | 1,294 | 324 | |
Long term assets held for sale | 0 | 9,960 | |
Total Assets | 165,050 | 109,354 | |
Current liabilities: | |||
Current portion, long-term debt | 1,621 | 2,765 | |
Accounts payable | 7,718 | 4,410 | |
Deferred revenue | 3,547 | 505 | |
Accrued income taxes | 19 | 395 | |
Accrued expenses | 7,770 | 3,816 | |
Other liabilities - current | 1,519 | 293 | |
Current liabilities held for sale | 0 | 1,857 | |
Total current liabilities | 22,194 | 14,041 | |
Long-term debt, less current installments | 59,828 | 8,983 | |
Deferred income tax liabilities | 1,956 | 2,653 | |
Other long term liabilities | 4,060 | 1,466 | |
Long term liabilities held for sale | 0 | 1,311 | |
Total liabilities | 88,038 | 28,454 | |
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; 44,101,888 and 42,763,985 shares issued and 36,356,381 and 35,018,478 shares outstanding, respectively | 427 | 419 | |
Additional paid-in-capital | 221,910 | 218,792 | |
Accumulated deficit | (122,495) | (116,967) | |
Accumulated other comprehensive loss | (12,162) | (10,676) | |
Treasury stock at cost, 7,745,507 common shares | (10,668) | (10,668) | |
Total stockholders' equity | 77,012 | 80,900 | |
Total liabilities and stockholders' equity | $ 165,050 | $ 109,354 |
Statements of Financial Positi3
Statements of Financial Position (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
CONSOLIDATED BALANCE SHEETS | ||
Allowance for doubtful accounts | $ 521 | $ 193 |
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 | 44,101,888 | 42,763,985 |
Common Stock- Shares Outstanding | 36,356,381 | 35,018,478 |
Treasury Stock common shares | 7,745,507 | 7,745,507 |
Statements of Operations
Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenues | $ 31,522 | $ 18,958 | $ 58,281 | $ 37,044 |
Cost of revenues | 16,167 | 9,885 | 29,657 | 18,394 |
Gross profit | 15,355 | 9,073 | 28,624 | 18,650 |
Sales and marketing expenses | 6,309 | 3,550 | 11,955 | 7,028 |
General and administrative expenses | 5,258 | 4,114 | 10,642 | 8,902 |
Research and development expenses | 2,758 | 1,296 | 5,160 | 2,581 |
Amortization of intangible assets | 1,412 | 382 | 2,515 | 758 |
Total operating expenses | 15,737 | 9,342 | 30,272 | 19,269 |
Operating loss | (382) | (269) | (1,648) | (619) |
Other income (expense): | ||||
Foreign exchange | 345 | (272) | (2) | (415) |
Interest expense, net | (1,483) | (180) | (2,377) | (343) |
Other expense, net | (347) | (11) | (3,085) | (105) |
Other expense, net | (1,485) | (463) | (5,464) | (863) |
Loss from continuing operations before income taxes | (1,867) | (732) | (7,112) | (1,482) |
Income tax expense (benefit) | (369) | (115) | 236 | (122) |
Loss from continuing operations | (1,498) | (617) | (7,348) | (1,360) |
Discontinued operations: | ||||
Income (loss) from discontinued operations before income taxes | 24 | 270 | 937 | (23) |
Income tax (benefit) expense | (10) | 34 | (883) | 64 |
Income (loss) from discontinued operations | 34 | 236 | 1,820 | (87) |
Net loss | $ (1,464) | $ (381) | $ (5,528) | $ (1,447) |
Loss per share: | ||||
Basic earnings per common share from continuing operations | $ (0.04) | $ (0.02) | $ (0.21) | $ (0.04) |
Basic earnings (loss) per common share from discontinued operations | 0 | 0.01 | 0.05 | 0 |
Basic loss per common share | (0.04) | (0.01) | (0.15) | (0.04) |
Diluted loss per common share from continuing operations | (0.04) | (0.02) | (0.21) | (0.04) |
Diluted earnings (loss) per common share from discontinued operations | 0 | 0.01 | 0.05 | 0 |
Diluted loss per common share | $ (0.04) | $ (0.01) | $ (0.15) | $ (0.04) |
Weighted average common shares: | ||||
Basic | 36,082,258 | 34,695,176 | 35,774,334 | 34,637,644 |
Diluted | 36,082,258 | 34,695,176 | 35,774,334 | 34,637,644 |
Comprehensive loss: | ||||
Net loss | $ (1,464) | $ (381) | $ (5,528) | $ (1,447) |
Foreign currency translation adjustments | (2,938) | 2,066 | (1,432) | 3,008 |
Derivatives qualifying as hedges, net of tax: | ||||
(Loss) gain on derivative instruments designated and qualifying as cash flow hedges | 155 | (93) | (99) | (89) |
Amounts reclassified from accumulated other comprehensive loss to net loss | 70 | 19 | 45 | 22 |
Total comprehensive loss | $ (4,177) | $ 1,611 | $ (7,014) | $ 1,494 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (5,528) | $ (1,447) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Stock-based compensation expense | 1,746 | 1,671 |
Depreciation | 1,051 | 659 |
Gain on sale of Denville | (1,251) | 0 |
Loss on disposal of fixed assets | (3) | 0 |
Amortization Of Catalog Costs | 14 | 20 |
Provision for allowance for doubtful accounts | 149 | 16 |
Amortization of Intangible Assets | 2,562 | 1,203 |
Amortization of deferred financing costs | 458 | 29 |
Deferrred Income Taxes | (96) | 0 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in accounts receivable | (993) | 125 |
Decrease in inventories | 2,139 | 31 |
Decrease (increase) in other receivables and other assets | 673 | (430) |
Increase (decrease) in trade accounts payable | 1,798 | (703) |
Decrease in accrued income taxes | (344) | (56) |
Decrease in accrued expenses | (888) | (1,282) |
Increase in deferred revenue | 2,209 | 28 |
(Decrease) increase in other liabilities | (1,971) | 1 |
Net cash provided by operating activities | 1,725 | (135) |
Cash flows used in investing activities: | ||
Additions to property, plant and equipment | (634) | (437) |
Additions to catalog costs | (24) | (39) |
Acquisitions, net of cash acquired | (68,008) | 0 |
Disposition, net of cash sold | 15,754 | 0 |
Net cash used in investing activities | (52,912) | (476) |
Cash flows provided by (used in) financing activities: | ||
Proceeds from issuance of debt | 68,500 | 2,000 |
Repayments of debt | (17,247) | (2,552) |
Payments of debt issuance costs | (1,928) | 0 |
Net proceeds from (net taxes paid for) issuance of common stock | 1,380 | (77) |
Net cash provided by (used in) financing activities | 50,705 | (629) |
Effect of exchange rate changes on cash | 373 | 368 |
Increase in cash and cash equivalents | (109) | (872) |
Cash and cash equivalents at the beginning of period, including cash included in assets held for sale | 5,733 | 5,596 |
Cash and cash equivalents at the end of period | 5,624 | 4,724 |
Supplemental disclosures of cash flow information [Abstract] | ||
Cash paid for interest | 2,448 | 347 |
Cash refunded for income taxes | $ (208) | $ (196) |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Basis of Presentation and Summary of Significant Accounting Policies Disclosure [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies Disclosure [Text Block] | HARVARD BIOSCIENCE, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 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 or the Company) as of June 30, 2018 and for the six months ended June 30, 2018 and 2017 have been prepared by the Company pursuant to the rules and r egulations 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, 2017 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 dis closures 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, 2017 , which was filed with the SEC on March 16, 2018. In the opinion of management, all adjustments, which include normal recurring adjustments necessary to present a fair statement of financi al position as of June 30, 2018 , results of operations and comprehensive loss for the three and six months ended June 30, 2018 and 2017 and cash flows for the six months ended June 30, 2018 and 2017 , as applica ble, have been made. The results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of the operating results for the full fiscal year or any future periods. R eclassifications As disclosed in Note 5, on January 22, 2018, the Company sold substantially all the assets of its operating subsidiary, Denville Scientific, Inc. (Denville). The sale of Denville represented a strategic shift that has and will have a major effect on the Company’s operations and financial r esults. As such and pursuant to Accounting Standards Codification (ASC) 205-20 – Presentation of Financial Statements - Discontinued Operations, the operating results of Denville for the three and six months ended June 30, 2018 and 2017 have be en presented in discontinued operations in the consolidated statements of operations. Additionally, t he assets and liabilities of Denville as of December 31, 2017 have been recast in the consolidated balance sheet and presented as held for sale. T hese reclassifications and adjustments had no effect on total amounts within the consolidated balance sheet, consolidated statements of operations and comprehensive loss, consolidated statements of cash flows for any of the periods presented. 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 fo r the year ended December 31, 2017 , which was filed with the SEC on March 16, 2018. Except for the accounting for revenue arising from contracts with customers as noted below there have been no material changes in the company’s significant accoun ting policies during the six months ended June 30, 2018 . Revenue recognition Nature of contracts and customers The Company’s contracts are primarily of short duration and are mostly based on the receipt and fulfilment of purchase orders. The purchase orders are binding and include pricing and all other relevant terms and conditions. The Company’s customers are primarily research scientists at universities, hospitals, government laboratories, including the United States National Institute of H ealth (NIH), contract research organizations, pharmaceutical and biotechnology companies. The Company also has global and regional distribution partners, and original equipment manufacturer (OEM) customers who incorporate its products into their products u nder their own brands. Performance obligations The Company’s performance obligations under its revenue contracts consist of its instruments, equipment, accessories, services, maintenance and extended warranties. Equipment also includes software that fun ctions together with the tangible equipment to deliver its essential functionality. Contracts with customers may contain multiple promises such as delivery of hardware, software, professional services or post-contract support services. These promises are a ccounted for as separate performance obligations if they are distinct. For contracts with customers that contain multiple performance obligations, the transaction price is allocated to the separate performance obligations based on estimated relative stand alone selling price, which does not materially differ from the stated price in the contract. Instruments, equipment and accessories consist of a range of products that are used in life sciences research. Revenues from the sales of these items are recogniz ed when transfer of control of these products to the customer occurs. Transfer of control occurs when the Company has a right to payment, and the customer has legal title to the asset and the customer or their selected carrier has possession, which is typi cally upon shipment. Sales on these items are therefore generally recognized at a point in time. The Company’s equipment revenue also includes the sale of wireless implantable monitors that are used for life science research purposes. The Company sells these wireless implantable monitors to pharmaceutical companies, contract research organizations and academic laboratories. In addition to sales generated from new and existing customers, these implantable devices are also sold under a program called the “ exchange program”. Under this program, customers may return an implantable monitor to the Company after use, and if the returned monitor can be reprocessed and resold, they may, in exchange, purchase a replacement implantable monitor of the same model at a lower price than a new monitor. The implantable monitors that are returned by customers are reprocessed and made available for future sale. The initial sale of implantable monitors and subsequent sale of replacement implantable monitors are independent tr ansactions. The Company has no obligation in connection with the initial sale to sell replacement implantable monitors at any future date under any fixed terms and may refuse returned implantable monitors that cannot be recovered or are obsolete. The Compa ny has concluded that the offer to its customers that they may purchase a discounted product in the future is not a material right based on the applicable guidance within ASC 606. Service revenues consist of installation, training, data analysis, and sur geries performed on research animals. Maintenance revenue consists of post-contract support provided in relation to software that is embedded within the equipment that is sold to the customer. The Company provides standard warranties that promise the custo mer that the product will work as promised. These standard warranties are not a separate performance obligation. Extended warranties relate to warranties that are separately priced, and purchased in addition to a standard warranty, and are therefore a sepa rate performance obligation. The Company has made the judgment that the customer benefits as the Company performs over the period of the contract, and therefore revenues from service, maintenance and warranty contracts are recognized over time. The Company uses the input method to recognize revenue over time, based on time elapsed, which is generally on a straight-line basis over the service period . The period over which maintenance and warranty contracts is recognized is typically one year . The period ove r which service revenues is recognized is generally less than one month. For sales for which transfer of control occurs upon shipment, the Company accounts for shipping and handling costs as fulfilment costs. As such, the Company records the amounts bill ed to the customer for shipping costs as revenu e and the costs within cost of revenues upon shipment. For sales, for which control transfers to customers after shipment, the Company has elected to account for shipping and handling as activities to fulfill th e promise to transfer the good s to the customer. The Company therefore accrues for the costs of shipping undelivered items in the period of shipment. Revenues expected to be recognized related to any and all remaining performance obligations are generally expected to be recognized in one year or less, as the majority of the Company's contracts have a term of less than one year. Variable Consideration The nature of the Company's contracts gives rise to certain types of variable consideration , including in limited cases volume and payment discounts. The Company analyzes sales that could include variable consideration, and estimates the expected or most likely amount of revenue after returns, trade-ins, discounts, rebates, credits, and incentiv es. Product returns are estimated and accrued for, based on historical information. In making these estimates, the Company considers whether the amount of variable consideration is constrained and is included in revenue only to the extent that it is probab le that a significant reversal of the revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration, and its impact on the Company’s revenue recognition, was not material in any of the periods presented. The Company’s payment terms are generally from zero to sixty days from the time of invoicing, which generally occurs at the time of shipment or prior to services being performed. Payment terms vary by the type of its custo mers and the products or services offered. Sales taxes, value added taxes, and certain excise taxes collected from customers and remitted to governmental authorities are accounted for on a net basis, and are therefore excluded from revenues. Deferred revenue The Company records deferred revenue when cash is collected from customers prior to satisfaction of the Company’s performance obligation to the customer. Deferred revenue consists of amounts deferred related to service contracts and reven ue deferred as a result of payments received in advance from customers. Deferred revenue is generally expected to be recognized within one year. The amounts included in deferred revenue from advanced payments relate to amounts that are prepaid for wireles s implantable monitors under the exchange program . The Company has made the judgment that these payments do not represent a significant financing component as the customer can exercise their discretion as to when they can obtain the products that they have made a prepayment for. Advanced payments received from customers are recorded as a liability, and revenue is recognized when the Company’s performance o bligations are completed. Performance obligations are completed when the product is shipped or delive red to the customer, or at the end of the exchange program if goods are not acquired prior to the termination of the contract period. Allowance for doubtful accounts The allowance for doubtful accounts reflects the Company’s best estimate of probable los ses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. Disaggregation of revenue Refer to Note 17 for r evenue disaggregated by type and by geographic region as well as further information about the allowance for doubtful accounts and deferred revenue balances. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2018 | |
Recently Issued Accounting Pronouncements [Abstract] | |
Recently Issued Accounting Pronouncements Disclosure [Text Block] | 2 . Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, Leases , which is intended to improve financial reporting about leasing transactions. The update requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by lease terms of more than 12 months. The update is effective for fiscal years beginning after December 15, 2018. The Company has com menced the process of evaluating the requirements of the standard as well as collecting information on all its leases. The Company has not yet concluded on the impact of the adoption on its consolidated financial position, results of operations and cash f lows, however, assets and liabilities will increase upon adoption for right-of-use assets and lease liabilities. The Company’s future commitments under lease obligations are summarized in Note 12. In August 201 7, the FASB issued ASU 2017-12, Derivatives a nd Hedging (Topic 815) which amends the hedge accounting recognition and presentation requirements in ASC 815. The Board’s objectives in issuing the ASU are to (1) improve the transparency and understandability of information conveyed to financial statemen t users about an entity’s risk management activities by better aligning the entity’s financial reporting for hedging relationships with those risk management activities and (2) reduce the complexity of and simplify the application o f hedge accounting by pr eparers. The ASU is effective for annual reporting periods, including interim periods within those annual reporting periods, beginning after December 15, 201 8 . Early adoption is permitted, including adoption in any interim period. The Company is evaluating the requirements of this guidance and has not yet determined the impact of the adoption on its consolidated financial position, results of operations and cash flows. Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, R evenue from Contracts with Customers, a new accounting standard that provides for a comprehensive model to use in the accounting for revenue arising from contracts with customers that will replace most existing revenue recognition guidance within generally accepted accounting principles in the United States. Under this standard, revenue will be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company adopted this standard as of January 1, 2018 using the modified retrospective approach, and applied the guidance to contracts that were not completed at the date of adoption. The Company’s significant revenue streams currently consist primarily of product revenue transactions, service, maintenance and extended warranty transactions on certain product sales. The timing of recognizing revenues for these revenue streams did not materially change. Additiona lly, the adoption of ASU 2014 - 09 did not have a material impact on the Company’s financial position, results of operations, equity or cash flows as of the adoption date or for the three months ended March 31, 2018. The Company’s updated revenue recognition policy is described in Note 1 and disaggregated revenue disclosures required under ASC 2014-09 are presented in Note 17. In May 2017, the FASB issued ASU 2017-09, Stock compensation (Topic 718): Scope of modification accounting which amends the scope o f modification accounting for share-based payment arrangements. The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The ASU is effective for annual reporting periods, including interim periods within those annual reporting periods, beginning after December 15, 2017. The Company adopted this guidance on January 1, 2018, and the new standard did not have a material impact on its consolidated financial position, results of operatio ns and cash flows. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 6 Months Ended |
Jun. 30, 2018 | |
Accumulated Other Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive Income Disclosure [Text Block] | 3. Accumulated Other Comprehensive Loss Changes in each component of accumulated other comprehensive loss, net of tax are as follows: Foreign currency Derivatives translation qualifying as Defined benefit (in thousands) adjustments hedges pension plans Total Balance at December 31, 2017 $ (9,755) $ 37 $ (958) $ (10,676) Other comprehensive income before reclassifications (1,432) (99) - (1,531) Amounts reclassified from AOCI - 45 - 45 Other comprehensive income (1,432) (54) - (1,486) Balance at June 30, 2018 $ (11,187) $ (17) $ (958) $ (12,162) |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2018 | |
Acquisition Disclosure [Abstract] | |
Acquisitions Disclosure [Text Block] | 4 . Acquisition On January 31, 2018, the Company acquired all of the issued and outstanding shares of Data Sciences International, Inc. (DSI), a Delaware corporation , for approximately $ 70 .6 million. The Company funded the acquisition from its existing cash balances, excess proceeds from the Denville Transaction discussed in Note 5, and proceeds from the Financing Agreement discussed in Note 14 . DSI, a St. Paul, Minnesota-based life science research company, is a recognized leader in physiologic monito ring focused on delivering preclinical products, systems, services and solutions to its customers. Its customers include pharmaceutical and biotechnology companies, as well as contract research organizations, academic labs and government researchers. This acquisition diversifies the Company’s customer base into the biopharmaceutical and contract research organization markets. The aggregate purchase price for this acquisition was preliminarily allocated to tangible and intangible net assets acquired as foll ows: (in thousands) Tangible assets $ 32,525 Liabilities assumed (11,587) Net assets 20,938 Goodwill and intangible assets: Goodwill 19,348 Amortizable intangible assets: Trade name 3,524 Developed technology 25,570 Customer relationships 9,837 In-process research and development 1,387 Total amortizable intangible assets 40,318 Deferred tax liabilities, net (10,020) Total goodwill and intangible assets, net of tax 49,646 Acquisition purchase price $ 70,584 Tangible assets and liabilities assumed, as referenced above, preliminarily consist of the following: Cash acquired $ 2,576 Accounts receivable, net 5,069 Inventories 11,512 Other current assets 809 Property, plant and equipment, net 2,090 Deferred income tax assets, net 10,469 Tangible assets $ 32,525 Accounts payable and accrued liabilities $ 5,639 Deferred revenue including customer advances 2,976 Other long term liabilities 2,972 Liabilities assumed $ 11,587 The preliminary allocation of the purchase price for DSI was based on estimates of the fair value of the net assets acquired and is subject to adjustment upon finalization of the valuation of the acquired intangible assets and the related deferred taxes. Measurements of these items inherently require significant estimates and assumptions. During the three months ended June 30, 2018, the Company made adjustments to the preliminary allocation of the purchase price presented in the March 31, 2018 Form 10-Q. T he adjustments included an increase of $ 1.4 m illion to deferred tax liabilities, an increase of $ 0.6 m illion to the purchase price related to a net working capital adjustment, and an increase of $ 0.6 m illion to goodwill. T he weighted-average amortization periods for definite-lived intangible assets acquired are 9.4 years for tradenames, 8.2 years for developed technology, 12.4 years for customer relationships and 7.4 years for in -process research and development assets. The weighted average amortization period for all definite-lived intangible assets acquired is 9.3 years. Goodwill recorded as a result of the acquisition of DSI is not deductible for tax purposes. The results of operations for DSI have been included in the Company’s consolidated financial statements from the date of acquisition. T he revenues of DSI included in the Company’s consolidated statement of operations from the date of acquisition were appro ximately $ 18.2 million for the five-month period ended June 30, 2018. Net loss of DSI included in the Company’s consolidated statement of operations for the same period was $ 1.7 million. Included in the net loss was a $ 3.7 million charge recognized in cost of revenues related to purchase accounting inventory fair value step up amortization. The total inventory fair value step up was preliminarily valued at $ 3.8 million and will be recognized into cost of revenues over one in ventory turn, or approximately five and a half months. Also included in the net loss of DSI is $ 1.8 million of intangible asset amortization expense. The following consolidated pro forma information is based on the assumption that the acquisition of DSI occurred on January 1, 2017. Accordingly, the historical results have been adjusted to reflect amortization expense, interest expense and other purchase accounting adjustments that would have been recognized on such a pro forma basis. The pro forma inform ation is presented for comparative purposes only and is not necessarily indicative of the financial position or results of operations which would have been reported had the Company completed the acquisition during these periods or which might be reported i n the future. Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (in thousands) Pro Forma Revenues $ 31,600 $ 31,359 $ 61,671 $ 60,550 Income (loss) from continuing operations 239 (3,669) (392) (7,874) Direct acquisition costs recorded in other expense, net in the Company’s consolidated statements of operations were $ 2.6 million and $ 0 for the six months ended June 30, 2018 and 2017 , respectively. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations [Abstract] | |
Discontinued Operations Disclosure [Text Block] | 5. Discontinued Operations On January 22, 2018, the Company sold substantially all the assets of its wholly owned subsidiary, Denville , for approximately $ 20.0 million, which includes a $ 3.0 million earn-out provision (the Denville Transaction). Upon the closing of the transaction, the Company received $15.7 million. The $ 3.0 million earn-out provision represents consideration that is contingent on Denville achieving certain performance metrics over a period of two years. The following table is a rec onciliation of the carrying amounts of major assets and liabilities of Denville classified as held for sale in the Company’s consolidated balance sheet as of December 31, 2017 . December 31, 2017 (in thousands) Carrying amounts of major classes of assets Cash $ 541 Accounts receivable, net 2,854 Inventories 4,505 Other receivables and other assets 504 Current assets held for sale 8,404 Property, plant and equipment 397 Amortizable intangible assets 5,930 Allocation of goodwill 3,633 Long term assets held for sale 9,960 Total assets of the disposal group classified as held for sale in the consolidated balance sheet $ 18,364 Carrying amounts of major classes of liabilities Accounts payable and accrued expenses $ 1,736 Other current liabilities 121 Current liabilities held for sale 1,857 Deferred income tax liabilities 1,311 Long term liabilities held for sale 1,311 Total liabilities of the disposal group classified as held for sale in the consolidated balance sheet $ 3,168 The following table is a reconciliation of the major line items of income (loss) from discontinued operations presented within the Company’s consolidated statements of operations for the three and six months ended June 30, 2018 and 2017 . Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands) (in thousands) Revenues $ - $ 6,255 $ 893 $ 12,325 Cost of revenues - (4,041) (534) (8,189) Operating and other expenses - (1,944) (673) (4,159) Gain on disposal of discontinued operations 24 - 1,251 - Income (loss) from discontinued operations before income taxes $ 24 $ 270 $ 937 $ (23) Income tax (benefit) expense (10) 34 (883) 64 Income (loss) from discontinued operations 34 236 1,820 (87) Included within the adjustments to reconcile net loss to net cash provided by (used in) operating activities in the Company’s consolidated statements of cash flows for the six months ended June 30, 2018 and 2017 , was amortization of intangible assets for Denville of $ 47 thousand and $ 0.4 million, respectively. Depreciation and capital expenditures for Denville were immaterial for both periods presented. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill And Other Intangible Assets Disclosure [Abstract] | |
Goodwill And Other Intangible Assets Disclosure [Text Block] | 6 . Goodwill and Other Intangible Assets Intangible assets consist of the following: Weighted Average June 30, 2018 December 31, 2017 Life (a) (in thousands) Amortizable intangible assets: Gross Accumulated Amortization Gross Accumulated Amortization Existing technology $ 41,456 $ (14,549) $ 16,173 $ (13,179) 7.6 Years Trade names 7,849 (2,538) 4,443 (2,280) 8.2 Years Distribution agreements/customer relationships 22,717 (8,856) 13,197 (8,373) 11.1 Years In-process research and development 1,387 - - - 7.4 Years Patents 217 (189) 223 (174) 0.7 Years Total amortizable intangible assets 73,626 $ (26,132) 34,036 $ (24,006) Indefinite-lived intangible assets: Goodwill 55,665 36,336 Other indefinite-lived intangible assets 1,235 1,244 Total goodwill and other indefinite-lived intangible assets 56,900 37,580 Total intangible assets, gross $ 130,526 $ 71,616 (a) Weighted average life as of June 30, 2018. The balances presented in the tables above and below exclude intangible assets and allocated goodwill of Denville as of December 31, 2017. Both balances are reported as long term assets held for sale as of December 31, 2017. Refer to Note 5 for further details. The change in the carrying amount of goodwill for the six months ended June 30, 2018 is as follows: (in thousands) Balance at December 31, 2017 $ 36,336 Goodwill arising from business combination 19,348 Effect of change in currency translation (19) Balance at June 30, 2018 $ 55,665 Amortization of intangible assets Intangible asset amortization expense from continuing operations was $ 1.4 million and $ 0.4 million for the three months ended June 30, 2018 and 2017 , respectively. Intangible asset amortization expense from continuing operations was $ 2.5 million and $ 0.8 million for the six months ended June 30, 2018 and 2017 , respectively. Amortization expense of existing amortizable intangible assets is currently est imated to be $ 5.5 million for the year ending December 31, 2018 , $ 5.6 million for the year ending December 31, 2019 , $ 5.6 million for the year ending December 31, 2020 , $ 5.5 million for the year ending December 31, 2021 and $ 5.5 million for the year ending December 31, 2022 . |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2018 | |
Inventories Disclosure [Abstract] | |
Inventories Disclosure [Text Block] | 7 . Inventories Inventories consist of the following: June 30, December 31, 2018 2017 (in thousands) Finished goods $ 7,588 $ 5,779 Work in process 3,793 1,042 Raw materials 14,263 10,027 Total $ 25,644 $ 16,848 |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment Disclosure [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 8 . Property , Plant and Equipment As of June 30, 2018 and December 31, 2017 , p roperty, plant and equipment consist of the following: June 30, December 31, 2018 2017 (in thousands) Land, buildings and leasehold improvements $ 2,462 $ 2,197 Machinery and equipment 8,574 7,022 Computer equipment and software 9,273 8,819 Furniture and fixtures 1,134 1,139 Automobiles 117 120 21,560 19,297 Less: accumulated depreciation (16,067) (15,554) Property, plant and equipment, net $ 5,493 $ 3,743 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 9 . Related Party Transactions As part of the acquisitions of Multi Channel Systems MCS GmbH (MCS) and Triangle BioSystems, Inc. (TBSI) in 2014, the Company signed lease agreements with the former owners of the acquired companies. The principals of such former owners of MCS and TBSI were employees of the Com pany as of June 30, 2018 and 2017 . Pursuant to a lease agreement , the Company made rent payments of approximately $ 70 thousand and $ 61 thousand to the former owners of MCS for the three months ended June 30, 2018 and 2017 , respectivel y . T he Company made rent payments of approximately $ 11 thousand and $ 10 thousand to the former owner of TBSI for the three months ended June 30, 2018 and 2017 , respectively. T he Company made rent payments of approximate ly $ 0.1 million to the former owners of MCS for both the six months ended June 30, 2018 and 2017 , respectively . T he Company made rent payments of approximately $ 22 thousand and $ 21 thousand to the f ormer owner of TBSI for the six months ended June 30, 2018 and 2017 . |
Warranties
Warranties | 6 Months Ended |
Jun. 30, 2018 | |
Warranties Disclosure [Abstract] | |
Warranties Disclosure [Text Block] | 10 . Warranties Warranties are estimated and accrued at the time revenues are recorded. A rollforward of the Company’s product warranty accrual is as follows: Beginning (Payments)\ Ending Balance Credits Additions Balance (in thousands) Year ended December 31, 2017 $ 193 (7) 60 $ 246 Six months ended June 30, 2018 $ 246 (14) 150 $ 382 |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2018 | |
Employee Benefit Plans Disclosure [Abstract] | |
Employee Benefit Plans Disclosure [Text Block] | 11 . Employee Benefit Plans The Company’s subs idiary in the United Kingdom, Biochrom Limited, maintain s contributory, defined benefit pension plans for substantially all of its employees. These defined benefit pension plans have been closed to new employees since 2014, as well as closed to the future accrual of benefits for existing employees. The components of the Company’s defined benefit pension expense were as follows: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands) Components of net periodic benefit cost: Interest cost $ 118 $ 133 $ 250 $ 258 Expected return on plan assets (184) (167) (388) (326) Net amortization loss 52 91 110 178 Net periodic benefit (income) cost $ (14) $ 57 $ (28) $ 110 For the three months ended June 30, 2018 and 2017 , the Company contributed $ 0.2 million, for both periods, to its defined benefit pension plans. For the six months ended June 30, 2018 and 2017 , the Company contributed $ 0.4 million and $0.3 million , respectively , to its defined benefit pension plans. The Company expects to contribute approximately $ 0.3 million to its defined benefit pension plans during the remainder of 2018 . The Company had an underfunded pension liability of approximately $ 1.2 million as of June 30, 2018 and December 31, 2017 , respectively, included in the other long term liabilities line item in the consolidated balance sheets. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2018 | |
Leases Disclosure [Abstract] | |
Leases Disclosure [Text Block] | 12 . Leases The Company has noncancelable operating leases for office and warehouse space expiring at various dates through 202 3 and thereafter. Rent payments are estimated to be $ 3.4 million for the year ended December 31, 2018 . Rent payments for continuing operations were approximately $ 0.7 million and $ 0.4 million for the three months ended June 30, 2018 and 2017 , respectively. Rent payments for continuing operations were approximately $ 1.6 million and $ 0.8 million for the six months ended June 30, 2018 and 2017 , respectively. Future minimum lease payments for operating leases, with initial or remaining terms in excess of one year at June 30, 2018 , are as follows: Operating Leases (in thousands) 2019 $ 3,220 2020 2,313 2021 1,123 2022 1,089 2023 1,091 Thereafter 769 Net minimum lease payments $ 9,605 |
Capital Stock
Capital Stock | 6 Months Ended |
Jun. 30, 2018 | |
Capital Stock Disclosure [Abstract] | |
Capital Stock Disclosure [Text Block] | 13 . Capital Stock Common Stock On February 5, 2008, the Company’s Board of Directors adopted a Shareholder Rights Plan and declared a dividend distribution of one preferred stock purchase right for each outstanding share of the Company’s common stock to shareholders of record as of the close of business on February 6, 2008. These rights were not initially exercisable and would trade with the shares of the Company’s common stock. The rights would become exercisable under various conditions according to the terms of the plan. The Sharehold er Rights Plan expired, with no rights having become exercisable, in accordance with its terms on the close of business on February 6, 2018. Preferred Stock The Company’s Board of Directors has the authority to issue up to 5.0 million shares of preferred stock and to determine the price privileges and other terms of the shares. The Board of Directors may exercise this authority without any further approval of stockholders. As of June 30, 2018 , the Company had no preferred stock issued or outs tanding . Employee Stock Purchase Plan (as amended, the ESPP) In 2000, the Company approved the ESPP . Under this ESPP , participating employees can authorize the Company to withhold a portion of their base pay during consecutive six-month payment periods f or 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 iss ued under the ESPP for the six-month periods ending June 30 and December 31. On May 18, 2017, the stockholders of the Company approved an increase of 300,000 shares of common stock in the number of shares available for i ssuance under the ESPP. Following suc h amendment , 1,050,000 shares of common stock are authorized for issuance , of which 826,361 shares were iss ue d as of June 30, 2018 . There were 24 ,907 and 39,602 shares issued under the ESPP during the six months ended June 30, 2018 and 2017 , respectively. Stock Option and Equity Incentive Plans Third Amended and Restated 2000 Stock Option and Incentive Plan (as amended, the Third A&R Plan) The Third Amend ment to the Third A&R Plan (the Amendment) was adopted by the Board of Directors on April 2, 2018. Such Amendment was approved by the stockholders at the Company’s 2018 Annual Meeting of Stockholders. Pursuant to the Amendment, the aggregate number of sha res authorized for issuance under the Third A&R Plan was increased by 3,400,000 shares to 20,908,929. Restricted Stock Units with a Market Condition (the Market Condition RSU’s) On August 3, 2015, the Compensation Committee of the Board of Directors of t he Company approved and granted deferred stock awards of Market Condition RSU’s (the 2015 Market Condition RSU’s) to certain members of the Company’s management team under the Third A&R Plan. The vesting of the 2015 Market Condition RSU’s is cliff-based and linked to the achievement of a rel ative total shareholder return of the Company’s common stock from August 3, 2015 to the earlier of (i) August 3, 2018 or (ii) upon a change of control (measured relative to the Russell 3000 index and based on the 20-day trading average price before each su ch date). As of June 30, 2018 , t he target number of these restricted stock units that may be earned is 142,718 shares; the maximum amount is 150% of the target number. On May 24, 2018, the Compensation Committee of the Board of Directors of t he Company approved and granted deferred stock awards of Market Condition RSU’s (the 2018 Market Condition RSU’s) to certain members of the Company’s management team under the Third A&R Plan . The vesting of the 2018 Market Condition RSU’s is based on a graded-vesting schedule (one third at t he end of each year for three years) and linked to the achievement of a relative total shareholder return of the Company’s common stock from May 24, 2018 to the earlier of (i) May 24, 2019 or (ii) upon a change of control (measured relative to the NASDAQ B iotechnlogy index and based on the 20-day trading average price before each such date). As of June 30, 2018 , t he target number of these restricted stock units that may be earned is 156,944 shares; the maximum amount is 150% of the target numbe r. Stock-Based Payment Awards The Company accounts for stock-based payment awards in accordance with the provisions of FASB ASC 718, which requires it to recognize compensation expense for all stock-based payment awards made to employees and directors including stock options, restricted stock units, Market Condition RSU’s and employee stock purchases related to the ESPP. The Company adopted ASU 2016-09 as of January 1, 2017. As a result of this adoption, the Company has elected as an accounting policy to account for forfeitures for service based awards as they occur, with no adjustment for estimated forfeitures. The Company recognized as of January 1, 2017, a cumulative effect adjustment of $0.1 million to reduce retained earnings as required under the modified retrospective approach. Stock option and restricted stock unit activity under the Company’s Third A&R Plan for the six months ended June 30, 2018 was as follows: Stock Options Restricted Stock Units Market Condition RSU's Weighted Stock Average Restricted Market Options Exercise Stock Units Grant Date Condition RSU's Grant Date Outstanding Price Outstanding Fair Value Outstanding Fair Value Balance at December 31, 2017 3,780,244 $ 3.95 1,796,927 $ 2.69 164,127 $ 4.81 Granted 35,000 4.45 576,257 4.25 156,944 4.19 Exercised (719,219) 2.83 - - - - Vested (RSUs) - - (804,359) 2.86 - - Cancelled / forfeited (172,141) 4.86 (55,314) 3.00 (21,409) 4.81 Balance at June 30, 2018 2,923,884 $ 4.18 1,513,511 $ 3.18 299,662 $ 4.49 The weighted average fair value of the options granted under the Third A&R Plan during the three months ended June 30, 2018 and 2017 was $ 1.81 and $ 1.01 , respectively. The weighted average fair value of the options granted under the Third A&R Plan during the six months ended June 30, 2018 and 2017 was $ 1.81 and $ 1.21 , respectively. The following assumptions were used to estima te the fair value , using the Black-Scholes option pricing model, of stock options granted during the three and six months ended June 30, 2018 and 2017 : Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Volatility 42.31 % 41.30 % 42.31 % 43.15 % Risk-free interest rate 2.82 % 1.92 % 2.82 % 1.99 % Expected holding period (in years) 4.95 years 5.14 years 4.95 years 5.42 years Dividend yield - % - % - % - % The weighted average fair value of the 2018 Market Condition RSU s which were granted under the Third A&R Plan during the three months ended June 30, 2018 was $ 4.19 . There were no Market Condition RSUs granted during the three and six months ended June 30, 2017 . The following assumptions were used to estimate the fair value , using a Monte-Carlo valuation simulation, of the Market Condition RSUs granted during the three months ended June 30, 2018 : Three Months Ended June 30, 2018 Volatility 44.02 % Risk-free interest rate 2.27 % Correlation coefficient 0.07 % Dividend yield - % The Company used historical volatility to calculate the expected volatility for each grant as of the grant date . 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 stock options and Market Condition RSU’s. The expected holding period of stock options represents the period of time options are expec ted to be outstanding and is based on historical experience. The vesting period ranges from one to four years and the contractual life is ten years. The correlation coefficient, used to value the Market Condition RSU’s, represents the way in which entities move in relation to the NASDAQ Biotechnology index as a whole. Stock- based c ompensation expense related to stock options, restricted stock units , Market Condition RSU’s and the ESPP for the three and six months ended June 30, 2018 and 2017 was allocated as follows: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands) Cost of revenues $ 15 $ 17 $ 26 $ 29 Sales and marketing 102 133 226 245 General and administrative 576 596 1,273 1,283 Research and development 41 37 71 66 Discontinued operations - 25 150 48 Total stock-based compensation $ 734 $ 808 $ 1,746 $ 1,671 The Company did not capitalize any stock-based compensation. Earnings per share Basic earnings per share is based upon net income divided by the number of weighted average common shares outstanding during the period. The calculation of diluted earnings per share assumes conversion of stock options, restricted stock units and Market Condition RSU’s into common stock using the treasury method. The weighted av erage number of shares used to compute basic and diluted earnings per share consists of the following: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Basic 36,082,258 34,695,176 35,774,334 34,637,644 Effect of assumed conversion of employee and director stock options, restricted stock units and Market Condition RSU's - - - - Diluted 36,082,258 34,695,176 35,774,334 34,637,644 Excluded from the shares used in calculating the diluted earnings per common share in the above table are options, restricted stock units and Market Condition RSU’s of approximately 4,737,057 and 5,889,501 shares of common stock for the three and six months ended June 30, 2018 and 2017 , respectively, as the impact of these shares would be anti-dilutive. |
Long Term Debt
Long Term Debt | 6 Months Ended |
Jun. 30, 2018 | |
Long Term Debt Disclosure [Abstract] | |
Long Term Debt Disclosure [Text Block] | 14. Long Term Debt On January 22, 2018, in connection with the closing of the Denville Transaction, the Company terminated the Third Amended and Restated Credit Agreement (the Credit Agreement), among the Company, Brown Brothers Harriman & Co. and each of the other lenders party thereto, and Bank of America, as administrative agent. All outstanding amounts under the agreement were repaid in full using a portion of the proceeds of the Denville Transaction. At the time of repayment, there was approximately $11.9 million outstanding. On January 31, 2018, the Company entered into a financing agreement by and among the Company and certain subsidiaries of the Company parties thereto, as borrowers (collectively, the Borrower), certain subsidiaries of the Compan y parties thereto, as guarantors, various lenders from time to time party thereto (the Lenders), and Cerberus Business Finance, LLC, as collateral agent and administrative agent for the Lenders (the Financing Agreement). The Financing Agreement provides for senior secured credit facilities (the Senior Secured Credit Facilities) comprised of a $64.0 million term loan and up to a $25.0 million revolving line of credit. The proceeds of the term loan and $4.8 million of advances under the revolving line of cr edit were used to fund a portion of the DSI acquisition, and to pay fees and expenses related thereto and the closing of the Senior Secured Credit Facilities. In addition, the revolving facility is available for use by the Company and its subsidiaries for general corporate and working capital needs, and other purposes to the extent permitted by the Financing Agreement. The Senior Secured Credit Facilities have a maturity of five years. Commencing on March 31, 2018, the outstanding term loans amortize in equal quarterly installments equal to $0.4 million per quarter on such date and during each of the next three quarters thereafter, $0.6 million per quarter during the next four quarters thereafter and $0.8 million per quarter thereafter, with a balloon pay ment at maturity. The obligations of the Borrower under the Senior Secured Credit Facilities are unconditionally guaranteed by the Company and certain of the Company’s existing and subsequently acquired or organized subsidiaries. The Senior Secured Credi t Facilities and related guarantees are secured on a first-priority basis (subject to certain liens permitted under the Financing Agreement) by a lien on substantially all the tangible and intangible assets of the Borrower and the subsidiary guarantors, in cluding all of the capital stock held by such obligors (subject to a 65% limitation on pledges of capital stock of foreign subsidiaries), subject to certain exceptions. Interest on all loans under the Senior Secured Credit Facilities is paid monthly. Bor rowings under the Financing Agreement accrue interest at a per annum rate equal to, at the Borrower’s option, a base rate plus 4.75 % or a London Interbank Offered Rate ( LIBOR) rate plus 6.25 % . The loans are also subject to a 1.25 % interest rate floor for L IBOR loans and a 4.25 % interest rate floor for base rate loans. The Financing Agreement contains customary representations and warranties and affirmative covenants applicable to the Company and its subsidiaries and also contains certain restrictive coven ants, including, among others, limitations on the incurrence of additional debt, liens on property, acquisitions and investments, loans and guarantees, mergers, consolidations, liquidations and dissolutions, asset sales, dividends and other payments in res pect of the Company’s capital stock, prepayments of certain debt, transactions with affiliates and modifications of organizational documents, material contracts, affiliated practice agreements and certain debt agreements. The Financing Agreement also conta ins customary events of default. As of June 30, 2018 , the Company was in compliance with all financial covenants contained in the Financing A greement, was subject to covenant and w orking capital borrowing restriction s and had available borrowi ng capacity under its Financing Agreement of $ 8.6 million. As of June 30, 2018 and December 31, 2017 , the C ompany had borrowings net of debt issuance costs of $ 61.4 million and $ 11.7 million respectively, outstanding. T he carrying value of the debt approximates fair value because the interest rate under the obligation approximates market rates of interest available to the Company for similar instruments. As of June 30, 2018 , the w eighted effective interest rate, net of the impact of t he Company’s interest rate swap, on its term l oan was 8.69% . As of June 30, 2018 and December 31, 2017 , the Company’s borrowings were comprised of: June 30, December 31, 2018 2017 (in thousands) Long-term debt: Term loan $ 63,152 $ 11,899 Total unamortized deferred financing costs (1,703) (151) Total debt 61,449 11,748 Less: current installments (2,000) (2,800) Current unamortized deferred financing costs 379 35 Long-term debt $ 59,828 $ 8,983 |
Derivatives
Derivatives | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 15 . 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 f ailure 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 co ntract 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 transaction s 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 -rat e 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 th at 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 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 p rudent to limit the variability of a portion of its interest payments. To meet this objective, management enters into LIBOR based interest rate swap agreem ents to manage fluctuations in cash flows resulting from changes in the benchmark interest rate of LI BOR. 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. As disclosed in Note 14 , on January 31, 2018, the Company entered into a Financing Agreement comprised of a $64.0 million term loan and up to a $25.0 million revolving line of credit. Shortly after entering into this Credit Agreement , the Company entered into an interest rate swap contract with PNC Bank with a notional amount of $36.0 million and a termination date of January 1, 2023 in order to hedge the risk of changes in the effective benchmark interest rate (LIBOR) associated with the Company’s Term Loan. T he swap contract converted specific variable-rate debt into fixed-rate debt and fixed the LIBOR rate associated with a portion of the term loan under the Financing Agreement at 2.72%. The interest rate swap was designated as a cash flow hedge instrument in accordance with ASC 815 “Derivatives and Hedging”. The notional amount of the Company’s derivative instruments as of June 30, 2018 was $ 35.2 million . The following table presents the notional amount and fair value of the Company ’ s derivative instrument s as of June 30, 2018 and December 31, 2017 . June 30, 2018 June 30, 2018 Notional Amount Fair Value (a) Derivatives designated as hedging instruments under ASC 815 Balance sheet classification (in thousands) Interest rate swaps Other assets (long term liabilities) $ 35,236 $ (17) December 31, 2017 December 31, 2017 Notional Amount Fair Value (a) Derivatives designated as hedging instruments under ASC 815 Balance sheet classification (in thousands) Interest rate swaps Other assets (long term liabilities) $ 11,900 $ 37 (a) See Note 16 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 its interest rate swap agreements 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 associate d with variable -rate, long -term debt obligations are reported in accumulat ed 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 Co mpany’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 followi ng table summarizes the effect of derivatives designated as cash flow hedging instruments and their classification within comprehensive loss for the three and six months ended June 30, 2018 and 2017 : Derivatives in Hedging Relationships Amount of gain (loss) recognized in OCI on derivative (effective portion) Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (in thousands) Interest rate swaps $ 155 $ (93) $ (99) $ (89) The following table summarizes the reclassifications out of accumulated other comprehensive loss for the six months ended June 30, 2018 and 2017 : Details about AOCI Components Amount reclassified from AOCI into income (effective portion) Three Months Ended June 30, Six Months Ended June 30, Location of amount reclassified from AOCI 2018 2017 2018 2017 into income (effective portion) (in thousands) Interest rate swaps $ 70 $ 19 $ 45 $ 22 Interest expense As of June 30, 2018 , $0.1 million of deferred losses on derivative instruments accumulated in AOCI are expected to be reclassified to earnings during the next twelve months. Transactions and events expected to occur over the next twelve months that will necessitate reclassifying these derivatives’ losses to earnings include the repricing of variable -rate debt. As a result of terminating the Credit Agreement, as discussed in Note 14, the Company unwound its previous May 2017 interest rate swap contract and received $0.1 million in proceeds. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 16 . 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 s present the fair value hierarchy for those assets or liabilities measured at fair value on a recurring basis: Fair Value as of June 30, 2018 (In thousands) Level 1 Level 2 Level 3 Total Assets (Liabilities): Interest rate swap agreements $ - $ (17) $ - $ (17) Fair Value as of December 31, 2017 (In thousands) Level 1 Level 2 Level 3 Total Assets (Liabilities): Interest rate swap agreements $ - $ 37 $ - $ 37 The Company uses the market approach technique to value its financial liabilities. The Company’s financial assets and 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 agreements was based on LIBOR yield curves at the reporting date. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | 17. Revenues The following table represents a disaggregation of revenue from contracts with customers . Revenue from continuing operations originating from the following geographic areas for the three and six months ended June 30, 2018 and 2017 consist of : Three Months Ended June 30, 2018 (in thousands) United States United Kingdom Germany Rest of the world Total Instruments, equipment and accessories $ 20,478 $ 4,058 $ 3,316 $ 2,156 $ 30,008 Service, maintenance and warranty contracts 1,204 168 129 13 1,514 Total revenues $ 21,682 $ 4,226 $ 3,445 $ 2,169 $ 31,522 Three Months Ended June 30, 2017 (in thousands) United States United Kingdom Germany Rest of the world Total Instruments, equipment and accessories $ 10,490 $ 3,658 $ 1,798 $ 2,251 $ 18,197 Service, maintenance and warranty contracts 471 212 45 33 761 Total revenues $ 10,961 $ 3,870 $ 1,843 $ 2,284 $ 18,958 Six Months Ended June 30, 2018 (in thousands) United States United Kingdom Germany Rest of the world Total Instruments, equipment and accessories $ 36,695 $ 7,587 $ 7,006 $ 4,400 $ 55,688 Service, maintenance and warranty contracts 2,030 334 198 31 2,593 Total revenues $ 38,725 $ 7,921 $ 7,204 $ 4,431 $ 58,281 Six Months Ended June 30, 2017 (in thousands) United States United Kingdom Germany Rest of the world Total Instruments, equipment and accessories $ 20,143 $ 6,826 $ 4,211 $ 4,402 $ 35,582 Service, maintenance and warranty contracts 820 416 179 47 1,462 Total revenues $ 20,963 $ 7,242 $ 4,390 $ 4,449 $ 37,044 Refer to Note 1 for the Company’s revenue recognition policies. Deferred revenue As of June 30, 2018, the Company had approximately $ 3.5 million in deferred revenue comprised of revenue deferred from service contracts and revenue deferred from advance payments. Changes in defe r r ed revenue from service contracts and advance payments from customers during the period were as follows: Six Months Ended June 30, 2018 (in thousands) Service Contracts Customer Advances Total Balance, beginning of period $ 505 $ - $ 505 Addition due to business combination 848 2,128 2,976 Deferral of revenue 2,283 244 2,527 Recognition of deferred revenue (1,927) (519) (2,446) Effect of foreign currency translation (15) - (15) Balance, end of period $ 1,694 $ 1,853 $ 3,547 Allowance for doubtful accounts Activity in the allowance for doubtful accounts was as follows: Six Months Ended June 30, 2018 (in thousands) Balance, beginning of period $ 193 Addition due to business combination 102 Bad debt expense 149 Effect of foreign currency translation 77 Balance, end of period $ 521 Acquisition of DSI As discussed in Note 4, the Company acquired DSI, a previously privately held company on January 31, 2018. The Company has adopted ASC 606 with respect to DSI as of January 31, 2018. The tables, revenue recognition policies applied, and product descriptions noted above are thus inclusive of, and reflect revenues of DSI for the periods from the acquisition date. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax [Abstract] | |
Income Taxes Disclosure [Text Block] | 18 . Income Tax Income tax from continuing operations was a benefit of approximately $ 0.4 million and $ 0.1 million for the three months ended June 30, 2018 and 2017 , respectively. The effective tax rate on continuing o perations was 19.8 % for the three months ended June 30, 2018 compared with 1 5.7 % for the same period in 2017. Tax expense for the three months ended June 30, 2018 reflects expense determined under the annualized effective tax method. Th e income tax benefit for the three months ended June 30, 2017 reflects the incremental expense associated with the actual results for the three-month period as described below. Discrete items included in the tax expense for the three months ended June 30, 2018 included foreign currency gains and losses and withholding taxes . Discrete items included in the tax benefit for the three months ended June 30, 2017 are changes to reserves for uncertain tax positions and tax impact of stock-based compensation. Income tax from continuing operations was an expense of approximately $0.2 millio n and a benefit of $0.1 million for the six months ended June 30, 2018 and 2017 , respectively. The effective tax rate on continuing operations was ( 3. 3 %) f or the six months ended June 30, 2018 compared with 8.3 % for the same period in 201 7. Tax expense for the six months ended June 30, 2018 reflects expense determined under the annualized effective tax method. Th e tax benefit for the three and six month periods ended June 30, 2017 were based on actual results for the three and six months period rather than an annual effective rate estimated for the entire year. In 2017 the Company determined that using a year-to- date approach resulted in a better estimate of income tax expense/benefit based on its forecast of pre-tax income/loss, the mix of taxable income/loss across several jurisdictions with different statutory tax rates, and the impact of the full valuation all owance against U.S. deferred tax assets. The impact of recent events including U.S. tax reform and a major acquisition in January 2018 have significantly contributed to a change in the Company’s determination regarding the use of the year-to-date method, which has been discontinued effective in the first quarter of 2018, the annualized effective tax rate method is used instead. On December 22, 2017, tax reform legislation known as the Tax Cuts and Jobs Act (the Tax Act) was signed into law. For the year ended December 31, 2017, the Company recorded provisional amounts relating to the revaluation of deferred tax assets and liabilities, the impact of the mandatory repatriation of foreign earnings after electing the utilization of existing tax attri butes, and for the reduction in valuation allowance on net federal deferred tax assets. In accordance with SEC guidance in Staff Accounting Bulletin No. 118, the Company is utilizing the measurement period approach for the income tax effects of tax reform for which the accounting is incomplete. Since these provisions are still based on estimates, the Company will contin ue to measure the impact of these areas and record any changes in subsequent quarters when information and guidance become available. As part of the 2017 Tax Act, there is a provision for the taxation of certain off-shore earnings referred to as the Global Intangible Low-Taxed Income (“GILTI”) provision. This new provision, first effective in 2018, taxes the off-shore earnings at a rate of 10.5 %, potentially offset in part with foreign tax credits. In connection with this new provision, the Company has recorded current expense within the period but continues the process of determining its final accounting policy in regard to this new tax. The difference between the Company’s effective tax rate period over period was primarily attributable to higher pre-tax income at certain individual subsidiaries in 2018 versus 2017, despite an overall pre-tax loss in both periods, as well as the impact of non-deductible acquisition costs and certain provisions of U.S. tax reform in 2018. An additional factor was the impact of changes in the valuation allowance position recorded in certain countries. For the three months ended J une 30, 2018, an income tax benefit of $10 thousand was recorded for discontinued operations. In the same period in 2017, income tax expense for discontinued operations was $34 thousand. For the six months ended June 30, 2018, an income tax benefit of $0.9 million was recorded for discontinued operations. In the same period in 2017, income tax expense for discontinued operations was $64 thousand. The Company adopted ASU 2016-09 as of January 1, 2017. As a result, the Company recorded a cumulative increase in retained earnings of $ 0.5 million at the beginning of the first quarter of 2017 with a corresponding increase in deferred tax assets related to the prior years’ unrecognized excess tax benefits. An equal amount of valuation allowance was also r ecorded against these deferred tax assets with a corresponding decrease to retained earnings resulting in a net impact of $ 0 . In addition, vesting of restricted stock u nits during the six months ended June 30, 2018 has been recognized in the cur rent period’s income statement. |
Basis of Presentation and Sum24
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation Policies [Text Block] | Basis of Presentation The unaudited consolidated financial statements of Harvard Bioscience, Inc. and its wholly-owned subsidiaries (collectively, Harvard Bioscience or the Company) as of June 30, 2018 and for the six months ended June 30, 2018 and 2017 have been prepared by the Company pursuant to the rules and r egulations 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, 2017 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 dis closures 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, 2017 , which was filed with the SEC on March 16, 2018. In the opinion of management, all adjustments, which include normal recurring adjustments necessary to present a fair statement of financi al position as of June 30, 2018 , results of operations and comprehensive loss for the three and six months ended June 30, 2018 and 2017 and cash flows for the six months ended June 30, 2018 and 2017 , as applica ble, have been made. The results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of the operating results for the full fiscal year or any future periods. |
Reclassifications [Policy Text Block] | R eclassifications As disclosed in Note 5, on January 22, 2018, the Company sold substantially all the assets of its operating subsidiary, Denville Scientific, Inc. (Denville). The sale of Denville represented a strategic shift that has and will have a major effect on the Company’s operations and financial r esults. As such and pursuant to Accounting Standards Codification (ASC) 205-20 – Presentation of Financial Statements - Discontinued Operations, the operating results of Denville for the three and six months ended June 30, 2018 and 2017 have be en presented in discontinued operations in the consolidated statements of operations. Additionally, t he assets and liabilities of Denville as of December 31, 2017 have been recast in the consolidated balance sheet and presented as held for sale. T hese reclassifications and adjustments had no effect on total amounts within the consolidated balance sheet, consolidated statements of operations and comprehensive loss, consolidated statements of cash flows for any of the periods presented. |
Allowance for Doubtful Accounts [Policy Text Block] | Allowance for doubtful accounts The allowance for doubtful accounts reflects the Company’s best estimate of probable los ses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. |
Revenue Recognition [Policy Text Block] | Revenue recognition Nature of contracts and customers The Company’s contracts are primarily of short duration and are mostly based on the receipt and fulfilment of purchase orders. The purchase orders are binding and include pricing and all other relevant terms and conditions. The Company’s customers are primarily research scientists at universities, hospitals, government laboratories, including the United States National Institute of H ealth (NIH), contract research organizations, pharmaceutical and biotechnology companies. The Company also has global and regional distribution partners, and original equipment manufacturer (OEM) customers who incorporate its products into their products u nder their own brands. Performance obligations The Company’s performance obligations under its revenue contracts consist of its instruments, equipment, accessories, services, maintenance and extended warranties. Equipment also includes software that fun ctions together with the tangible equipment to deliver its essential functionality. Contracts with customers may contain multiple promises such as delivery of hardware, software, professional services or post-contract support services. These promises are a ccounted for as separate performance obligations if they are distinct. For contracts with customers that contain multiple performance obligations, the transaction price is allocated to the separate performance obligations based on estimated relative stand alone selling price, which does not materially differ from the stated price in the contract. Instruments, equipment and accessories consist of a range of products that are used in life sciences research. Revenues from the sales of these items are recogniz ed when transfer of control of these products to the customer occurs. Transfer of control occurs when the Company has a right to payment, and the customer has legal title to the asset and the customer or their selected carrier has possession, which is typi cally upon shipment. Sales on these items are therefore generally recognized at a point in time. The Company’s equipment revenue also includes the sale of wireless implantable monitors that are used for life science research purposes. The Company sells these wireless implantable monitors to pharmaceutical companies, contract research organizations and academic laboratories. In addition to sales generated from new and existing customers, these implantable devices are also sold under a program called the “ exchange program”. Under this program, customers may return an implantable monitor to the Company after use, and if the returned monitor can be reprocessed and resold, they may, in exchange, purchase a replacement implantable monitor of the same model at a lower price than a new monitor. The implantable monitors that are returned by customers are reprocessed and made available for future sale. The initial sale of implantable monitors and subsequent sale of replacement implantable monitors are independent tr ansactions. The Company has no obligation in connection with the initial sale to sell replacement implantable monitors at any future date under any fixed terms and may refuse returned implantable monitors that cannot be recovered or are obsolete. The Compa ny has concluded that the offer to its customers that they may purchase a discounted product in the future is not a material right based on the applicable guidance within ASC 606. Service revenues consist of installation, training, data analysis, and sur geries performed on research animals. Maintenance revenue consists of post-contract support provided in relation to software that is embedded within the equipment that is sold to the customer. The Company provides standard warranties that promise the custo mer that the product will work as promised. These standard warranties are not a separate performance obligation. Extended warranties relate to warranties that are separately priced, and purchased in addition to a standard warranty, and are therefore a sepa rate performance obligation. The Company has made the judgment that the customer benefits as the Company performs over the period of the contract, and therefore revenues from service, maintenance and warranty contracts are recognized over time. The Company uses the input method to recognize revenue over time, based on time elapsed, which is generally on a straight-line basis over the service period . The period over which maintenance and warranty contracts is recognized is typically one year . The period ove r which service revenues is recognized is generally less than one month. For sales for which transfer of control occurs upon shipment, the Company accounts for shipping and handling costs as fulfilment costs. As such, the Company records the amounts bill ed to the customer for shipping costs as revenu e and the costs within cost of revenues upon shipment. For sales, for which control transfers to customers after shipment, the Company has elected to account for shipping and handling as activities to fulfill th e promise to transfer the good s to the customer. The Company therefore accrues for the costs of shipping undelivered items in the period of shipment. Revenues expected to be recognized related to any and all remaining performance obligations are generally expected to be recognized in one year or less, as the majority of the Company's contracts have a term of less than one year. Variable Consideration The nature of the Company's contracts gives rise to certain types of variable consideration , including in limited cases volume and payment discounts. The Company analyzes sales that could include variable consideration, and estimates the expected or most likely amount of revenue after returns, trade-ins, discounts, rebates, credits, and incentiv es. Product returns are estimated and accrued for, based on historical information. In making these estimates, the Company considers whether the amount of variable consideration is constrained and is included in revenue only to the extent that it is probab le that a significant reversal of the revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration, and its impact on the Company’s revenue recognition, was not material in any of the periods presented. The Company’s payment terms are generally from zero to sixty days from the time of invoicing, which generally occurs at the time of shipment or prior to services being performed. Payment terms vary by the type of its custo mers and the products or services offered. Sales taxes, value added taxes, and certain excise taxes collected from customers and remitted to governmental authorities are accounted for on a net basis, and are therefore excluded from revenues. Deferred revenue The Company records deferred revenue when cash is collected from customers prior to satisfaction of the Company’s performance obligation to the customer. Deferred revenue consists of amounts deferred related to service contracts and reven ue deferred as a result of payments received in advance from customers. Deferred revenue is generally expected to be recognized within one year. The amounts included in deferred revenue from advanced payments relate to amounts that are prepaid for wireles s implantable monitors under the exchange program . The Company has made the judgment that these payments do not represent a significant financing component as the customer can exercise their discretion as to when they can obtain the products that they have made a prepayment for. Advanced payments received from customers are recorded as a liability, and revenue is recognized when the Company’s performance o bligations are completed. Performance obligations are completed when the product is shipped or delive red to the customer, or at the end of the exchange program if goods are not acquired prior to the termination of the contract period. Disaggregation of revenue Refer to Note 17 for r evenue disaggregated by type and by geographic region as well as further information about the allowance for doubtful accounts and deferred revenue balances. |
Accumulated Other Comprehensi25
Accumulated Other Comprehensive Income (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accumulated Other Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive Income [Table Text Block] | Foreign currency Derivatives translation qualifying as Defined benefit (in thousands) adjustments hedges pension plans Total Balance at December 31, 2017 $ (9,755) $ 37 $ (958) $ (10,676) Other comprehensive income before reclassifications (1,432) (99) - (1,531) Amounts reclassified from AOCI - 45 - 45 Other comprehensive income (1,432) (54) - (1,486) Balance at June 30, 2018 $ (11,187) $ (17) $ (958) $ (12,162) |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Acquisition Disclosure [Abstract] | |
Schedule of Business Acquisitions [Table Text Block] | (in thousands) Tangible assets $ 32,525 Liabilities assumed (11,587) Net assets 20,938 Goodwill and intangible assets: Goodwill 19,348 Amortizable intangible assets: Trade name 3,524 Developed technology 25,570 Customer relationships 9,837 In-process research and development 1,387 Total amortizable intangible assets 40,318 Deferred tax liabilities, net (10,020) Total goodwill and intangible assets, net of tax 49,646 Acquisition purchase price $ 70,584 Tangible assets and liabilities assumed, as referenced above, preliminarily consist of the following: Cash acquired $ 2,576 Accounts receivable, net 5,069 Inventories 11,512 Other current assets 809 Property, plant and equipment, net 2,090 Deferred income tax assets, net 10,469 Tangible assets $ 32,525 Accounts payable and accrued liabilities $ 5,639 Deferred revenue including customer advances 2,976 Other long term liabilities 2,972 Liabilities assumed $ 11,587 |
Business Acquisition, Pro Forma Information [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (in thousands) Pro Forma Revenues $ 31,600 $ 31,359 $ 61,671 $ 60,550 Income (loss) from continuing operations 239 (3,669) (392) (7,874) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations [Abstract] | |
Disposal Groups, Including Discontinued Operations, Assets and Liabilities Held For Sale [Table Text Block] | December 31, 2017 (in thousands) Carrying amounts of major classes of assets Cash $ 541 Accounts receivable, net 2,854 Inventories 4,505 Other receivables and other assets 504 Current assets held for sale 8,404 Property, plant and equipment 397 Amortizable intangible assets 5,930 Allocation of goodwill 3,633 Long term assets held for sale 9,960 Total assets of the disposal group classified as held for sale in the consolidated balance sheet $ 18,364 Carrying amounts of major classes of liabilities Accounts payable and accrued expenses $ 1,736 Other current liabilities 121 Current liabilities held for sale 1,857 Deferred income tax liabilities 1,311 Long term liabilities held for sale 1,311 Total liabilities of the disposal group classified as held for sale in the consolidated balance sheet $ 3,168 |
Disposal Groups, Including Discontinued Operations,Income Loss [Table Text Blcok] | Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands) (in thousands) Revenues $ - $ 6,255 $ 893 $ 12,325 Cost of revenues - (4,041) (534) (8,189) Operating and other expenses - (1,944) (673) (4,159) Gain on disposal of discontinued operations 24 - 1,251 - Income (loss) from discontinued operations before income taxes $ 24 $ 270 $ 937 $ (23) Income tax (benefit) expense (10) 34 (883) 64 Income (loss) from discontinued operations 34 236 1,820 (87) |
Goodwill and Other Intangible28
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill And Other Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Weighted Average June 30, 2018 December 31, 2017 Life (a) (in thousands) Amortizable intangible assets: Gross Accumulated Amortization Gross Accumulated Amortization Existing technology $ 41,456 $ (14,549) $ 16,173 $ (13,179) 7.6 Years Trade names 7,849 (2,538) 4,443 (2,280) 8.2 Years Distribution agreements/customer relationships 22,717 (8,856) 13,197 (8,373) 11.1 Years In-process research and development 1,387 - - - 7.4 Years Patents 217 (189) 223 (174) 0.7 Years Total amortizable intangible assets 73,626 $ (26,132) 34,036 $ (24,006) Indefinite-lived intangible assets: Goodwill 55,665 36,336 Other indefinite-lived intangible assets 1,235 1,244 Total goodwill and other indefinite-lived intangible assets 56,900 37,580 Total intangible assets, gross $ 130,526 $ 71,616 (a) Weighted average life as of June 30, 2018. |
Goodwill Rollforward [Table Text Block] | (in thousands) Balance at December 31, 2017 $ 36,336 Goodwill arising from business combination 19,348 Effect of change in currency translation (19) Balance at June 30, 2018 $ 55,665 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Inventories Disclosure [Abstract] | |
Schedule of Inventory [Table Text Block] | June 30, December 31, 2018 2017 (in thousands) Finished goods $ 7,588 $ 5,779 Work in process 3,793 1,042 Raw materials 14,263 10,027 Total $ 25,644 $ 16,848 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment Disclosure [Abstract] | |
Schedule Of Property Plant And Equipment [Table Text Block] | June 30, December 31, 2018 2017 (in thousands) Land, buildings and leasehold improvements $ 2,462 $ 2,197 Machinery and equipment 8,574 7,022 Computer equipment and software 9,273 8,819 Furniture and fixtures 1,134 1,139 Automobiles 117 120 21,560 19,297 Less: accumulated depreciation (16,067) (15,554) Property, plant and equipment, net $ 5,493 $ 3,743 |
Warranties (Tables)
Warranties (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Warranties Disclosure [Abstract] | |
Warranty Rollforward Disclosure [Table Text Block] | Beginning (Payments)\ Ending Balance Credits Additions Balance (in thousands) Year ended December 31, 2017 $ 193 (7) 60 $ 246 Six months ended June 30, 2018 $ 246 (14) 150 $ 382 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Employee Benefit Plans Disclosure [Abstract] | |
Schedule of Changes in Projected Benefit Obligations [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands) Components of net periodic benefit cost: Interest cost $ 118 $ 133 $ 250 $ 258 Expected return on plan assets (184) (167) (388) (326) Net amortization loss 52 91 110 178 Net periodic benefit (income) cost $ (14) $ 57 $ (28) $ 110 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Leases Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Operating Leases (in thousands) 2019 $ 3,220 2020 2,313 2021 1,123 2022 1,089 2023 1,091 Thereafter 769 Net minimum lease payments $ 9,605 |
Capital Stock (Tables)
Capital Stock (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Capital Stock Disclosure [Abstract] | |
Schedule Of Stock Options And Restricted Stock Units Activity Rollforward [Table Text Block] | Stock Options Restricted Stock Units Market Condition RSU's Weighted Stock Average Restricted Market Options Exercise Stock Units Grant Date Condition RSU's Grant Date Outstanding Price Outstanding Fair Value Outstanding Fair Value Balance at December 31, 2017 3,780,244 $ 3.95 1,796,927 $ 2.69 164,127 $ 4.81 Granted 35,000 4.45 576,257 4.25 156,944 4.19 Exercised (719,219) 2.83 - - - - Vested (RSUs) - - (804,359) 2.86 - - Cancelled / forfeited (172,141) 4.86 (55,314) 3.00 (21,409) 4.81 Balance at June 30, 2018 2,923,884 $ 4.18 1,513,511 $ 3.18 299,662 $ 4.49 |
Stock Based Compensation Expense Activity By Function [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands) Cost of revenues $ 15 $ 17 $ 26 $ 29 Sales and marketing 102 133 226 245 General and administrative 576 596 1,273 1,283 Research and development 41 37 71 66 Discontinued operations - 25 150 48 Total stock-based compensation $ 734 $ 808 $ 1,746 $ 1,671 |
Basic and Diluted Shares [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Basic 36,082,258 34,695,176 35,774,334 34,637,644 Effect of assumed conversion of employee and director stock options, restricted stock units and Market Condition RSU's - - - - Diluted 36,082,258 34,695,176 35,774,334 34,637,644 |
Black-Scholes option pricing model [Member] | |
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | |
Table Of Assumptions [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Volatility 42.31 % 41.30 % 42.31 % 43.15 % Risk-free interest rate 2.82 % 1.92 % 2.82 % 1.99 % Expected holding period (in years) 4.95 years 5.14 years 4.95 years 5.42 years Dividend yield - % - % - % - % |
Monte-Carlo valuation simulation [Member] | |
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | |
Table Of Assumptions [Table Text Block] | Three Months Ended June 30, 2018 Volatility 44.02 % Risk-free interest rate 2.27 % Correlation coefficient 0.07 % Dividend yield - % |
Long Term Debt (Tables)
Long Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Long Term Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | June 30, December 31, 2018 2017 (in thousands) Long-term debt: Term loan $ 63,152 $ 11,899 Total unamortized deferred financing costs (1,703) (151) Total debt 61,449 11,748 Less: current installments (2,000) (2,800) Current unamortized deferred financing costs 379 35 Long-term debt $ 59,828 $ 8,983 |
Derivative (Tables)
Derivative (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | June 30, 2018 June 30, 2018 Notional Amount Fair Value (a) Derivatives designated as hedging instruments under ASC 815 Balance sheet classification (in thousands) Interest rate swaps Other assets (long term liabilities) $ 35,236 $ (17) December 31, 2017 December 31, 2017 Notional Amount Fair Value (a) Derivatives designated as hedging instruments under ASC 815 Balance sheet classification (in thousands) Interest rate swaps Other assets (long term liabilities) $ 11,900 $ 37 (a) See Note 16 for the fair value measurements related to these financial instruments. |
Schedule of Cash Flow Hedges Included in AOCI [Table Text Block] | Derivatives in Hedging Relationships Amount of gain (loss) recognized in OCI on derivative (effective portion) Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (in thousands) Interest rate swaps $ 155 $ (93) $ (99) $ (89) |
Reclassification out of Accumulated Other Comprehensive Income [Table Text Block] | Details about AOCI Components Amount reclassified from AOCI into income (effective portion) Three Months Ended June 30, Six Months Ended June 30, Location of amount reclassified from AOCI 2018 2017 2018 2017 into income (effective portion) (in thousands) Interest rate swaps $ 70 $ 19 $ 45 $ 22 Interest expense |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Fair Value Assets And Liabilities Measured On Recurring Basis [Table Text Block] | Fair Value as of June 30, 2018 (In thousands) Level 1 Level 2 Level 3 Total Assets (Liabilities): Interest rate swap agreements $ - $ (17) $ - $ (17) Fair Value as of December 31, 2017 (In thousands) Level 1 Level 2 Level 3 Total Assets (Liabilities): Interest rate swap agreements $ - $ 37 $ - $ 37 |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue [Table Text Block] | Three Months Ended June 30, 2018 (in thousands) United States United Kingdom Germany Rest of the world Total Instruments, equipment and accessories $ 20,478 $ 4,058 $ 3,316 $ 2,156 $ 30,008 Service, maintenance and warranty contracts 1,204 168 129 13 1,514 Total revenues $ 21,682 $ 4,226 $ 3,445 $ 2,169 $ 31,522 Three Months Ended June 30, 2017 (in thousands) United States United Kingdom Germany Rest of the world Total Instruments, equipment and accessories $ 10,490 $ 3,658 $ 1,798 $ 2,251 $ 18,197 Service, maintenance and warranty contracts 471 212 45 33 761 Total revenues $ 10,961 $ 3,870 $ 1,843 $ 2,284 $ 18,958 Six Months Ended June 30, 2018 (in thousands) United States United Kingdom Germany Rest of the world Total Instruments, equipment and accessories $ 36,695 $ 7,587 $ 7,006 $ 4,400 $ 55,688 Service, maintenance and warranty contracts 2,030 334 198 31 2,593 Total revenues $ 38,725 $ 7,921 $ 7,204 $ 4,431 $ 58,281 Six Months Ended June 30, 2017 (in thousands) United States United Kingdom Germany Rest of the world Total Instruments, equipment and accessories $ 20,143 $ 6,826 $ 4,211 $ 4,402 $ 35,582 Service, maintenance and warranty contracts 820 416 179 47 1,462 Total revenues $ 20,963 $ 7,242 $ 4,390 $ 4,449 $ 37,044 |
Activity in allowance for doubtful accounts [Table Text Block] | Six Months Ended June 30, 2018 (in thousands) Balance, beginning of period $ 193 Addition due to business combination 102 Bad debt expense 149 Effect of foreign currency translation 77 Balance, end of period $ 521 |
Service Contracts [Member] | |
Deferred Revenue Arrangement [Line Items] | |
Deferred Revenue, by Arrangement, Disclosure [Table Text Block] | Six Months Ended June 30, 2018 (in thousands) Service Contracts Customer Advances Total Balance, beginning of period $ 505 $ - $ 505 Addition due to business combination 848 2,128 2,976 Deferral of revenue 2,283 244 2,527 Recognition of deferred revenue (1,927) (519) (2,446) Effect of foreign currency translation (15) - (15) Balance, end of period $ 1,694 $ 1,853 $ 3,547 |
Recently Issued Accounting Pr39
Recently Issued Accounting Pronouncements (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Standards Update 2016-02 [Member] | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
New Accounting Pronouncement or Change in Accounting Principle, Description | The Company has not yet concluded on the impact of the adoption on its consolidated financial position, results of operations and cash flows, however, assets and liabilities will increase upon adoption for right-of-use assets and lease liabilities. |
Accounting Standards Update 2017-12 [Member] | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
New Accounting Pronouncement or Change in Accounting Principle, Description | The Company is evaluating the requirements of this guidance and has not yet determined the impact of the adoption on its consolidated financial position, results of operations and cash flows. |
Accounting Standards Update 2014-09 [Member] | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
New Accounting Pronouncement or Change in Accounting Principle, Description | The timing of recognizing revenues for these revenue streams did not materially change. Additionally, the adoption of ASU 2014-09 did not have a material impact on the Company’s financial position, results of operations, equity or cash flows as of the adoption date or for the three months ended March 31, 2018. |
Accounting Standards Update 2017-09 [Member] | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
New Accounting Pronouncement or Change in Accounting Principle, Description | The Company adopted this guidance on January 1, 2018, and the new standard did not have a material impact on its consolidated financial position, results of operations and cash flows. |
Accumulated Other Comprehensi40
Accumulated Other Comprehensive Income (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Opening Balance | $ (10,676) |
Other Comprehensive Income (Loss) before Reclassifications | (1,531) |
Reclassification from Accumulated Other Comprehensive Income | 45 |
Other Comprehensive Income (Loss), Net of Tax, total | (1,486) |
Closing Balance | (12,162) |
Foreign currency translation adjustments | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Opening Balance | (9,755) |
Other Comprehensive Income (Loss) before Reclassifications | (1,432) |
Reclassification from Accumulated Other Comprehensive Income | 0 |
Other Comprehensive Income (Loss), Net of Tax, total | (1,432) |
Closing Balance | (11,187) |
Derivatives qualifying as hedges | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Opening Balance | 37 |
Other Comprehensive Income (Loss) before Reclassifications | (99) |
Reclassification from Accumulated Other Comprehensive Income | 45 |
Other Comprehensive Income (Loss), Net of Tax, total | (54) |
Closing Balance | (17) |
Defined benefit pension plans | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Opening Balance | (958) |
Other Comprehensive Income (Loss) before Reclassifications | 0 |
Reclassification from Accumulated Other Comprehensive Income | 0 |
Other Comprehensive Income (Loss), Net of Tax, total | 0 |
Closing Balance | $ (958) |
Acquisitions (Narratives) (Deta
Acquisitions (Narratives) (Details) - USD ($) $ in Millions | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | |
Business Acquisition [Line Items] | ||||
Business Acquisition, Effective Date of Acquisition | Jan. 31, 2018 | |||
Acquisition purchase price | $ 70.6 | |||
Business Acquisition, Description of Acquired Entity | DSI, a St. Paul, Minnesota-based life science research company, is a recognized leader in physiologic monitoring focused on delivering preclinical products, systems, services and solutions to its customers. | |||
Business Acquisition Direct Acquisition Costs In Income Statement | $ 2.6 | $ 2.6 | $ 2.6 | $ 0 |
The results of operations for DSI: | ||||
Revenue of Acquiree since Acquisition Date | 18.2 | |||
Earnings or Loss of Acquiree since Acquisition Date | 1.7 | |||
Busniess combination purchase accounting inventory fair value step up amortization | 3.7 | |||
Preliminary amount of inventory fair value step up | 3.8 | 3.8 | $ 3.8 | |
Amortization Period of purchase accounting inventory fair value step up amortization | 5 months | |||
Intangible asset amortization expense | $ 1.8 | |||
Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | ||||
Purchase price adjustments, increase to deferred tax liabilities | 1.4 | |||
Purchase price adjustments, increase in net working capital | 0.6 | |||
Goodwill Purchase Accounting Adjustments | $ 0.6 | |||
Data Sciences International, Inc. (DSI) [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Assets, Weighted Average Useful Life | 9 years 4 months | |||
Trade Names [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Assets, Weighted Average Useful Life | 8 years 2 months | |||
Trade Names [Member] | Data Sciences International, Inc. (DSI) [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Assets, Weighted Average Useful Life | 9 years 5 months | |||
Developed Technology [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Assets, Weighted Average Useful Life | 7 years 7 months | |||
Developed Technology [Member] | Data Sciences International, Inc. (DSI) [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Assets, Weighted Average Useful Life | 8 years 2 months | |||
Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Assets, Weighted Average Useful Life | 11 years 1 month | |||
Customer Relationships [Member] | Data Sciences International, Inc. (DSI) [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Assets, Weighted Average Useful Life | 12 years 5 months | |||
In-process research and development [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Assets, Weighted Average Useful Life | 7 years 5 months | |||
In-process research and development [Member] | Data Sciences International, Inc. (DSI) [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Assets, Weighted Average Useful Life | 7 years 5 months |
Acquisitions (Details 1)
Acquisitions (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jan. 31, 2018 | Dec. 31, 2017 | |
Goodwill and intangible assets | ||||||
Goodwill | $ 55,665 | $ 55,665 | $ 36,336 | |||
Data Sciences International, Inc. (DSI) [Member] | ||||||
Recognized Identifiable Assets Acquired and Liabilities Assumed [Abstract] | ||||||
Tangible assets | $ 32,525 | |||||
Liabilities assumed | (11,587) | |||||
Net assets | 20,938 | |||||
Goodwill and intangible assets | ||||||
Goodwill | 19,348 | |||||
Amortizable intangible assets | 40,318 | |||||
Deferred tax, net | (10,020) | |||||
Total goodwill and intangible assets, net of tax | 49,646 | |||||
Acquisition purchase price | 70,584 | |||||
Tangible assets and liabilities assumed, as referenced above, preliminarily consist of the following: | ||||||
Cash acquired | 2,576 | |||||
Accounts receivable, net | 5,069 | |||||
Inventories | 11,512 | |||||
Other current assets | 809 | |||||
Property, plant and equipment, net | 2,090 | |||||
Deferred income tax assets, net | 10,469 | |||||
Tangible assets | 32,525 | |||||
Accounts payable and accrued liabilities | 5,639 | |||||
Deferred revenue including customer advances | 2,976 | |||||
Other long term liabilities | 2,972 | |||||
Liabilities assumed | 11,587 | |||||
Business Acquisitions Pro Forma Revenue | 31,600 | $ 31,359 | 61,671 | $ 60,550 | ||
Business Acquisitions Pro Forma Net Income Loss | $ 239 | $ (3,669) | $ (392) | $ (7,874) | ||
Trade Names [Member] | Data Sciences International, Inc. (DSI) [Member] | ||||||
Goodwill and intangible assets | ||||||
Amortizable intangible assets | 3,524 | |||||
Developed Technology [Member] | Data Sciences International, Inc. (DSI) [Member] | ||||||
Goodwill and intangible assets | ||||||
Amortizable intangible assets | 25,570 | |||||
Customer Relationships [Member] | Data Sciences International, Inc. (DSI) [Member] | ||||||
Goodwill and intangible assets | ||||||
Amortizable intangible assets | 9,837 | |||||
In-process research and development [Member] | Data Sciences International, Inc. (DSI) [Member] | ||||||
Goodwill and intangible assets | ||||||
Amortizable intangible assets | $ 1,387 |
Discontinued Operations (Narrat
Discontinued Operations (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jan. 22, 2018 | |
Discontinued Operations [Abstract] | ||||
Discontinued Operation, Name | Denville | |||
Sale price of of assets Denville | $ 20,000 | |||
Earn out provision of discontinued operations | 3,000 | |||
Proceeds From Divestiture Of Business | $ 15,754 | $ 0 | ||
Contingent Consideration, Earn-out | $ 3,000 | |||
Earn out performance metrics period | 2 years | |||
Amortization of Intangible Assets | $ 2,562 | 1,203 | ||
Denville wholly owned subidiary, discontinued operations [member] | ||||
Amortization of Intangible Assets | $ 47 | $ 400 |
Discontinued Operations - Asset
Discontinued Operations - Assets and Liabilities held for sale (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Carrying amounts of major classes of assets | ||
Cash | $ 541 | |
Accounts receivable, net | 2,854 | |
Inventories | 4,505 | |
Other receivables and other assets | 504 | |
Current assets held for sale | $ 0 | 8,404 |
Property, plant and equipment | 397 | |
Amortizable intangible assets | 5,930 | |
Allocation of goodwill | 3,633 | |
Long term assets held for sale | 0 | 9,960 |
Total assets of the disposal group classified as held for sale in the consolidated balance sheet | 18,364 | |
Carrying amounts of major classes of liabilities | ||
Accounts payable and accrued expenses | 1,736 | |
Other current liabilities | 121 | |
Current liabilities held for sale | 0 | 1,857 |
Deferred income tax liabilities | 1,311 | |
Long term liabilities held for sale | $ 0 | 1,311 |
Total liabilities of the disposal group classified as held for sale in the consolidated balance sheet | $ 3,168 |
Discontinued Operations - incom
Discontinued Operations - income (loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Discontinued Operation, Income Statement Disclosures [Abstract] | ||||
Revenues | $ 0 | $ 6,255 | $ 893 | $ 12,325 |
Cost of revenues | 0 | (4,041) | (534) | (8,189) |
Operating and other expenses | 0 | (1,944) | (673) | (4,159) |
Gain on disposal of discontinued operations | 24 | 0 | 1,251 | 0 |
Income (loss) from discontinued operations before income taxes | 24 | 270 | 937 | (23) |
Income tax (benefit) expense | (10) | 34 | (883) | 64 |
Income (loss) from discontinued operations | $ 34 | $ 236 | $ 1,820 | $ (87) |
Goodwill and Other Intangible46
Goodwill and Other Intangible Assets (Narratives) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Goodwill And Other Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 1,412 | $ 382 | $ 2,515 | $ 758 |
Estimated Amortization Expense Next Twelve Months | 5,500 | 5,500 | ||
Estimated Amortization Expense Year 2 | 5,600 | 5,600 | ||
Estimated Amortization Expense Year 3 | 5,600 | 5,600 | ||
Estimated Amortization Expense Year 4 | 5,500 | 5,500 | ||
Estimated Amortization Expense Year 5 | $ 5,500 | $ 5,500 |
Goodwill and Other Intangible47
Goodwill and Other Intangible Assets (Details 1) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 73,626 | $ 34,036 |
Finite-Lived Intangible Assets, Accumulated Amortization | (26,132) | (24,006) |
Goodwill | 55,665 | 36,336 |
Other indefinite lived intangible assets | 1,235 | 1,244 |
Total goodwill and other indefinite lived intangible assets | 56,900 | 37,580 |
Total intangible assets | 130,526 | 71,616 |
Existing technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 41,456 | 16,173 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (14,549) | (13,179) |
Finite-Lived Intangible Assets, Weighted Average Useful Life | 7 years 7 months | |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 7,849 | 4,443 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (2,538) | (2,280) |
Finite-Lived Intangible Assets, Weighted Average Useful Life | 8 years 2 months | |
Distribution agreements/customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 22,717 | 13,197 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (8,856) | (8,373) |
Finite-Lived Intangible Assets, Weighted Average Useful Life | 11 years 1 month | |
In-process research and development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 1,387 | 0 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 0 | 0 |
Finite-Lived Intangible Assets, Weighted Average Useful Life | 7 years 5 months | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 217 | 223 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (189) | $ (174) |
Finite-Lived Intangible Assets, Weighted Average Useful Life | 8 months |
Goodwill and Other Intangible48
Goodwill and Other Intangible Assets (Details 2) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Goodwill And Other Intangible Assets Disclosure [Abstract] | |
Goodwill, Beginning Balance | $ 36,336 |
Goodwill arising through business combination | 19,348 |
Effect of change in currency translation | (19) |
Goodwill, Ending Balance | $ 55,665 |
Inventories (Details 1)
Inventories (Details 1) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Inventories Disclosure [Abstract] | ||
Finished Goods | $ 7,588 | $ 5,779 |
Work in Process | 3,793 | 1,042 |
Raw Materials | 14,263 | 10,027 |
Total Inventories, Net | $ 25,644 | $ 16,848 |
Property, Plant and Equipment50
Property, Plant and Equipment (Details 1) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 21,560 | $ 19,297 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (16,067) | (15,554) |
Property, plant and equipment, net | 5,493 | 3,743 |
Land, buildings and leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 2,462 | 2,197 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 8,574 | 7,022 |
Computer equipment and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 9,273 | 8,819 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,134 | 1,139 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 117 | $ 120 |
Related Party Transactions (Nar
Related Party Transactions (Narratives) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Business Acquisition [Line Items] | ||||
Operating Leases, Rent Expense, Net | $ 700 | $ 400 | $ 1,600 | $ 800 |
Multi Channel Systems MCS GmbH [Member] | ||||
Business Acquisition [Line Items] | ||||
Operating Leases, Rent Expense, Net | 70 | 61 | 100 | 100 |
Triangle BioSystems, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Operating Leases, Rent Expense, Net | $ 11 | $ 10 | $ 22 | $ 21 |
Warranties (Details 1)
Warranties (Details 1) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Product Warranty Disclosure [Abstract] | ||
Warranty, Beginning Balance | $ 246 | $ 193 |
Warranty (payments) or credits | (14) | (7) |
Warranty additions | 150 | 60 |
Warranty, Ending Balance | $ 382 | $ 246 |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narratives) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Employee Benefit Plans Disclosure [Abstract] | |||||
Expected employer contribution in current remaining fiscal year | $ 0.3 | $ 0.3 | |||
Defined Benefit Plan Payments In Current Fiscal Year | 0.2 | $ 0.2 | 0.4 | $ 0.3 | |
Defined Benefit Plans Liabilities Noncurrent | $ 1.2 | $ 1.2 | $ 1.2 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Employee Benefit Plans Disclosure [Abstract] | ||||
Interest Cost | $ 118 | $ 133 | $ 250 | $ 258 |
Expected Return on Plan Assets | (184) | (167) | (388) | (326) |
Net Amortization Loss | 52 | 91 | 110 | 178 |
Net Periodic Benefit Cost, Total | $ (14) | $ 57 | $ (28) | $ 110 |
Leases (Narratives) (Details)
Leases (Narratives) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2018 | |
Leases Disclosure [Abstract] | |||||
Estimated Rental Expenses Current Year | $ 3.4 | ||||
Operating Leases, Rent Expense, Net | $ 0.7 | $ 0.4 | $ 1.6 | $ 0.8 | |
Lease Expiration Date | Dec. 31, 2023 |
Leases (Details 1)
Leases (Details 1) $ in Thousands | Jun. 30, 2018USD ($) |
Leases Disclosure [Abstract] | |
2,019 | $ 3,220 |
2,020 | 2,313 |
2,021 | 1,123 |
2,022 | 1,089 |
2,023 | 1,091 |
Thereafter | 769 |
Operating Leases, Total Future Minimum Payments Due | $ 9,605 |
Capital Stock (Narratives) (Det
Capital Stock (Narratives) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Feb. 06, 2018 | Dec. 31, 2017 | May 18, 2017 | Apr. 03, 2015 | |
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | |||||||||
Preferred stock purchase right terms | The Shareholder Rights Plan expired, with no rights having become exercisable, in accordance with its terms on the close of business on February 6, 2018. | ||||||||
Preferred stock issued or outstanding | 0 | 0 | |||||||
Preferred stock purchase right option exercised | 0 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Offering Date | 85.00% | ||||||||
Employee Stock Purchase Plan Shares Authorized | 1,050,000 | 1,050,000 | |||||||
Stock issued during the year, Shares, Employee Stock Purchase Plans | 24,907 | 39,602 | |||||||
Total amount of common stock issued under ESOP | 826,361 | 826,361 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 20,908,929 | ||||||||
Increase In Number Of Shares Authorized For Issuance Under Stock Option And Incentive Plan | 300,000 | 3,400,000 | |||||||
Target number of these restricted stock units | 576,257 | ||||||||
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | 10 years | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,737,057 | 5,300,945 | 4,737,057 | 5,889,501 | |||||
Weighted Average Estimated Black Scholes Value Of Option Grants | $ 1.81 | $ 1.01 | $ 1.81 | $ 1.21 | |||||
Preferred Stock - Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||
Cumulative effect adjustment to retained earnings | $ 0.1 | ||||||||
Maximum percentage of target number of restricted stock units | 150.00% | ||||||||
Market Condition Restricted Stock Unit [Member] | |||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | |||||||||
Target number of these restricted stock units | 156,944 | ||||||||
Weighted Average Estimated Black Scholes Value Of Option Grants | $ 0 | $ 0 | |||||||
Deferred stock awards of Market Condition RSU, Approved Aug 2015 [Member] | |||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | |||||||||
Target number of these restricted stock units | 142,718 | ||||||||
Maximum percentage of target number of restricted stock units | 150.00% | ||||||||
Deferred stock awards of Market Condition RSU, Approved May 2018 [Member] | |||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | |||||||||
Target number of these restricted stock units | 156,944 | ||||||||
Maximum percentage of target number of restricted stock units | 150.00% | ||||||||
Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 4.19 | ||||||||
Minimum [Member] | |||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 year | ||||||||
Maximum [Member] | |||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 4 years |
Capital Stock (Details 1)
Capital Stock (Details 1) | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | |
Opening Balance Stock Options Outstanding | 3,780,244 |
Begining Balance Weighted Average Exercise Price | $ / shares | $ 3.95 |
Options, Grants in Period, Gross | 35,000 |
Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 4.45 |
Options, Exercises in Period, Weighted Average Exercise Price | $ / shares | $ 2.83 |
Stock option exercises during the year, Shares | (719,219) |
Options, Forfeitures and Expirations in Period | (172,141) |
Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ / shares | $ 4.86 |
Closing Balance Stock Options Outstanding | 2,923,884 |
Closing Balance Weighted Average Exercise Price | $ / shares | $ 4.18 |
Begining Balance Restricted Stock Units Outstanding | 1,796,927 |
Restricted stock units, Grants in Period | 576,257 |
Retricted Stock Units, Vested in Period | (804,359) |
Restricted Stock Units, cancelled/ forfeited | (55,314) |
Closing Balance Restricted Stock Units Outstanding | 1,513,511 |
Begining Balance Grant Date Fair Value Of Restricted Stock Units | $ / shares | $ 2.69 |
Granted, Restricted Stock Units Grant Date Fair Value | $ / shares | 4.25 |
Vested in period, Restricted Stock Unit, Fair Value | $ / shares | 2.86 |
Forfeited in Period, Restricted Stock Unit Grant Date Fair Value | $ / shares | 3 |
Closing Balance Grant Date Fair Value Of Restricted Stock Units | $ / shares | $ 3.18 |
Market Condition Restricted Stock Unit [Member] | |
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | |
Begining Balance Restricted Stock Units Outstanding | 164,127 |
Restricted stock units, Grants in Period | 156,944 |
Retricted Stock Units, Vested in Period | 0 |
Restricted Stock Units, cancelled/ forfeited | (21,409) |
Closing Balance Restricted Stock Units Outstanding | 299,662 |
Begining Balance Grant Date Fair Value Of Restricted Stock Units | $ / shares | $ 4.81 |
Granted, Restricted Stock Units Grant Date Fair Value | $ / shares | 4.19 |
Forfeited in Period, Restricted Stock Unit Grant Date Fair Value | $ / shares | 4.81 |
Closing Balance Grant Date Fair Value Of Restricted Stock Units | $ / shares | $ 4.49 |
Capital Stock - Assumptions Bla
Capital Stock - Assumptions Black Scholes and Monte Carlo (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Black-Scholes option pricing model [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Fair Value Assumptions, Expected Volatility Rate | 42.31% | 41.30% | 42.31% | 43.15% |
Fair Value Assumptions, Risk Free Interest Rate | 2.82% | 1.92% | 2.82% | 1.99% |
Fair Value Assumptions, Expected Term | 4 years 11 months | 5 years 2 months | 4 years 11 months | 5 years 5 months |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | 0.00% |
Monte-Carlo valuation simulation [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Fair Value Assumptions, Expected Volatility Rate | 44.02% | |||
Fair Value Assumptions, Risk Free Interest Rate | 2.27% | |||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Correlation Coefficient | 0.07% |
Capital Stock - Stock-based com
Capital Stock - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based Compensation | $ 734 | $ 808 |
Cost of Sales [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based Compensation | 15 | 17 |
Selling and Marketing Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based Compensation | 102 | 133 |
General and Administrative Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based Compensation | 576 | 596 |
Research and Development Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based Compensation | 41 | 37 |
Discontinued Operations [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based Compensation | $ 0 | $ 25 |
Capital Stock - Weighted averag
Capital Stock - Weighted average number of shares (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Weighted Average Number Diluted Shares Outstanding Adjustment [Abstract] | ||||
Basic | 36,082,258 | 34,695,176 | 35,774,334 | 34,637,644 |
Effect of assumed conversion of employee and director stock options, restricted stock units and Market Condition RSU's | 0 | 0 | 0 | 0 |
Diluted | 36,082,258 | 34,695,176 | 35,774,334 | 34,637,644 |
Long Term Debt (Narratives) (De
Long Term Debt (Narratives) (Details) - USD ($) $ in Thousands | Jan. 31, 2018 | Jun. 30, 2018 | Jan. 22, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||
Secured Debt | $ 61,449 | $ 11,748 | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000 | |||
Maturity of debt instrument in years and months | 5 years | |||
Debt Instrument, Payment Terms | the outstanding term loans amortize in equal quarterly installments equal to $0.4 million per quarter on such date and during each of the next three quarters thereafter, $0.6 million per quarter during the next four quarters thereafter and $0.8 million per quarter thereafter, with a balloon payment at maturity. | |||
Debt Instrument Quarterly Payment Current Year | $ 400 | |||
Debt Instrument Quarterly Payment Next Year | 600 | |||
Debt Instrument Quarterly Payment Thereafter | 800 | |||
Limitation on pledges of capital stock of foreign subsidiaries | 65.00% | |||
Line of Credit Facility, Amount Outstanding | $ 11,900 | |||
Line of Credit Facility, Remaining Borrowing Capacity | $ 8,600 | |||
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 25,000 | |||
Line of Credit Facility, Amount Outstanding | $ 4,800 | |||
Interest Rate As Of Reporting Date | 8.34% | |||
Revolving Credit Facility [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Description Of Variable Rate Basis | a base rate plus 4.75% | |||
Basis Spread on Variable Rate | 4.75% | |||
Floor Interest Rate | 4.25% | |||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Description Of Variable Rate Basis | London Interbank Offered Rate (LIBOR) rate plus 6.25% | |||
Basis Spread on Variable Rate | 6.25% | |||
Floor Interest Rate | 1.25% | |||
Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Secured Debt | $ 64,000 | |||
Interest Rate As Of Reporting Date | 8.69% |
Long Term Debt (Details 1)
Long Term Debt (Details 1) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument | ||
Term Loan | $ 63,152 | $ 11,899 |
DDTL | 0 | 0 |
Revolving Credit Facility | 0 | 0 |
Total unamortized deferred financing costs | (1,703) | (151) |
Total Debt | 61,449 | 11,748 |
Less: current installments | (2,000) | (2,800) |
Current unamortized deferred financing costs | 379 | 35 |
Long-term debt | $ 59,828 | $ 8,983 |
Derivative (Narratives) (Detail
Derivative (Narratives) (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2018 | Jan. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Line Items] | |||
Deferred losses on derivative instruments accumulated in AOCI expected to be reclassified to earnings | $ 100,000 | ||
Derivative Interest Rate Swap Effective Percentage | 100.00% | ||
Secured Debt | $ 61,449,000 | $ 11,748,000 | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | ||
Proceeds from interest rate swaps unwinding | $ 100,000 | ||
Term Loan [Member] | |||
Derivative Instruments And Hedging Activities Disclosure [Line Items] | |||
Notional Amount of Interest Rate Swaps | 36,000,000 | ||
LIBOR Fixed Rate | 2.72% | ||
Secured Debt | $ 64,000,000 |
Derivative (Details 1)
Derivative (Details 1) - Other liabilities-non current [Member] - Derivatives qualifying as hedges [Member] - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Derivatives, Fair Value [Line Items] | ||
Notional Amount of Interest Rate Derivatives | $ 35,236 | $ 11,900 |
Derivative Liability, Fair Value, Net | $ (17) | $ 37 |
Derivative (Details 2)
Derivative (Details 2) - Derivatives qualifying as hedges [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion | $ 155,000 | $ (93,000) | $ (99,000) | $ (89,000) |
Interest Expense [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion | $ 70,000 | $ 19,000 | $ 45,000 | $ 22,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Derivatives qualifying as hedges [Member] - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative Liabilities | $ (17) | $ 37 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative Liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative Liabilities | (17) | 37 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative Liabilities | $ 0 | $ 0 |
Revenues - Disaggregation (Deta
Revenues - Disaggregation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 31,522 | $ 18,958 | $ 58,281 | $ 37,044 |
Instruments, equipment and accessories [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 30,008 | 18,197 | 55,688 | 35,582 |
Service, maintenance and warranty contracts [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,514 | 761 | 2,593 | 1,462 |
Segment, Geographical, United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 21,682 | 10,961 | 38,725 | 20,963 |
Segment, Geographical, United States [Member] | Instruments, equipment and accessories [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 20,478 | 10,490 | 36,695 | 20,143 |
Segment, Geographical, United States [Member] | Service, maintenance and warranty contracts [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,204 | 471 | 2,030 | 820 |
Segment, Geographical, United Kingdom [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,226 | 3,870 | 7,921 | 7,242 |
Segment, Geographical, United Kingdom [Member] | Instruments, equipment and accessories [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,058 | 3,658 | 7,587 | 6,826 |
Segment, Geographical, United Kingdom [Member] | Service, maintenance and warranty contracts [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 168 | 212 | 334 | 416 |
Segment, Geographical, Germany [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 3,445 | 1,843 | 7,204 | 4,390 |
Segment, Geographical, Germany [Member] | Instruments, equipment and accessories [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 3,316 | 1,798 | 7,006 | 4,211 |
Segment, Geographical, Germany [Member] | Service, maintenance and warranty contracts [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 129 | 45 | 198 | 179 |
Rest Of The World [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,169 | 2,284 | 4,431 | 4,449 |
Rest Of The World [Member] | Instruments, equipment and accessories [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,156 | 2,251 | 4,400 | 4,402 |
Rest Of The World [Member] | Service, maintenance and warranty contracts [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 13 | $ 33 | $ 31 | $ 47 |
Revenues - Deferred revenue (De
Revenues - Deferred revenue (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Movement in Deferred Revenue [Roll Forward] | |
Deferred Revenue, beginning balance | $ 505 |
Addition due to business combination | 2,976 |
Deferral of revenue | 2,527 |
Recognition of deferred revenue | (2,446) |
Effect of foreign currency translation | (15) |
Deferred Revenue, ending balance | 3,547 |
Service Contracts [Member] | |
Movement in Deferred Revenue [Roll Forward] | |
Deferred Revenue, beginning balance | 505 |
Addition due to business combination | 848 |
Deferral of revenue | 2,283 |
Recognition of deferred revenue | (1,927) |
Effect of foreign currency translation | (15) |
Deferred Revenue, ending balance | 1,694 |
Customer Advances [Member] | |
Movement in Deferred Revenue [Roll Forward] | |
Deferred Revenue, beginning balance | 0 |
Addition due to business combination | 2,128 |
Deferral of revenue | 244 |
Recognition of deferred revenue | (519) |
Effect of foreign currency translation | 0 |
Deferred Revenue, ending balance | $ 1,853 |
Revenues - Allowance for doubtf
Revenues - Allowance for doubtful debts (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Balance, beginning of period | $ 193 |
Addition due to business combination | 102 |
Bad debt expense | 149 |
Other | 77 |
Balance, end of period | $ 521 |
Income Tax (Narratives) (Detail
Income Tax (Narratives) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax [Abstract] | |||||
Effective Income Tax Rate | 19.80% | 15.70% | (3.30%) | 8.30% | |
Income tax expense (benefit) | $ (369) | $ (115) | $ 236 | $ (122) | |
Discontinued Operation, Tax Effect of Discontinued Operation | $ (10) | $ 34 | $ (883) | $ 64 | |
Tax Rate Reconciliation, Repatriation of Foreign Earnings, Percent | 10.50% | ||||
New Accounting Pronouncements Or Change In Accounting Principle | |||||
Cumulative effect adjustment to retained earnings | $ 100 | ||||
ASU 2016-09 | |||||
New Accounting Pronouncements Or Change In Accounting Principle | |||||
Valuation allowance recorded against the deferred tax assets | 0 | ||||
Cumulative effect adjustment to retained earnings | $ 500 |