Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 16, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Amendment Flag | false | ||
Document Type | 10-K | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0000730272 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2023 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Securities Act File Number | 000-14656 | ||
Entity Registrant Name | REPLIGEN CORP | ||
Entity Filer Category | Large Accelerated Filer | ||
Trading Symbol | RGEN | ||
Title of 12(b) Security | Common Stock | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 04-2729386 | ||
Entity Address, Address Line One | 41 Seyon Street, Bldg. 1, Suite 100 | ||
Entity Address, City or Town | Waltham | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02453 | ||
City Area Code | 781 | ||
Entity Shell Company | false | ||
Smaller reporting company | false | ||
Emerging growth company | false | ||
Local Phone Number | 250-0111 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Public Float | $ 6,931,847,028 | ||
Entity Common Stock, Shares Outstanding | 55,771,075 | ||
ICFR Auditor Attestation Flag | true | ||
Documents Incorporated by Reference | Documents Incorporated By Reference The registrant intends to file a proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended December 31, 2023 . Portions of such proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Auditor Firm Id | 42 | ||
Auditor Firm Name | Ernst & Young LLP | ||
Auditor Firm Location | Boston, Massachusetts, United States | ||
Document Financial Statement Error Correction [Flag] | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 751,323 | $ 523,458 |
Marketable securities held to maturity | 0 | 100,299 |
Accounts receivable, net of reserves of $2,122 and $1,365 at December 31, 2023 and December 31, 2022, respectively | 124,161 | 116,247 |
Inventories, net | 202,321 | 238,277 |
Prepaid expenses and other current assets | 33,238 | 19,837 |
Total current assets | 1,111,043 | 998,118 |
Property, plant and equipment, net | 207,440 | 190,673 |
Intangible assets, net | 400,486 | 353,676 |
Goodwill | 987,120 | 855,513 |
Deferred tax assets | 1,530 | 840 |
Operating lease right of use assets | 115,515 | 125,023 |
Other noncurrent assets | 1,277 | 815 |
Total noncurrent assets | 1,713,368 | 1,526,540 |
Total assets | 2,824,411 | 2,524,658 |
Current liabilities: | ||
Accounts payable | 19,563 | 27,554 |
Operating lease liability | 5,631 | 6,957 |
Current contingent consideration | 12,983 | 13,950 |
Accrued liabilities | 50,533 | 71,120 |
Convertible Senior Notes due 2024, net | 69,452 | 284,615 |
Total current liabilities | 158,162 | 404,196 |
Convertible Senior Notes due 2028, net | 510,143 | 0 |
Deferred tax liabilities | 40,466 | 23,000 |
Noncurrent operating lease liability | 126,578 | 131,389 |
Noncurrent contingent consideration | 14,070 | 51,559 |
Other noncurrent liabilities | 3,789 | 3,814 |
Total noncurrent liabilities | 695,046 | 209,762 |
Total liabilities | 853,208 | 613,958 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued or outstanding | 0 | 0 |
Common stock, $0.01 par value; 80,000,000 shares authorized; 55,766,078 shares at December 31, 2023 and 55,557,698 shares at December 31, 2022 issued and outstanding | 558 | 556 |
Additional paid-in capital | 1,569,227 | 1,547,266 |
Accumulated other comprehensive loss | (37,431) | (34,394) |
Accumulated earnings | 438,849 | 397,272 |
Total stockholders' equity | 1,971,203 | 1,910,700 |
Total liabilities and stockholders' equity | $ 2,824,411 | $ 2,524,658 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts receivable, reserve for doubtful accounts | $ 2,122 | $ 1,365 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 55,766,078 | 55,557,698 |
Common stock, shares outstanding | 55,766,078 | 55,557,698 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Revenue: | ||||
Revenue | $ 638,764 | $ 801,536 | $ 670,534 | |
Costs and operating expenses: | ||||
Cost of product revenue | 353,922 | 345,830 | 279,280 | |
Research and development | 42,722 | 43,936 | 34,274 | |
Selling, general and administrative | 218,113 | 215,829 | 183,866 | |
Contingent consideration | (30,569) | (28,729) | 5,865 | |
Total costs and operating expenses | 584,188 | 576,866 | 503,285 | |
Income from operations | 54,576 | 224,670 | 167,249 | |
Other income (expenses): | ||||
Investment income | 24,135 | 6,978 | 176 | |
Interest expense | (1,951) | (1,162) | (11,278) | |
Loss on extinguishment of debt | (12,676) | 0 | 0 | |
Amortization of debt issuance costs | (8,075) | (1,815) | (1,436) | |
Other income (expenses) | 8,123 | (9,531) | (1,168) | |
Other income (expenses), net | 9,556 | (5,530) | (13,706) | |
Income before income taxes | 64,132 | 219,140 | 153,543 | |
Income tax provision | 22,555 | 33,181 | 25,252 | |
Net income | $ 41,577 | $ 185,959 | $ 128,291 | |
Earnings per share: | ||||
Basic | $ 0.75 | $ 3.35 | $ 2.33 | |
Diluted | $ 0.74 | $ 3.24 | $ 2.24 | |
Weighted average common shares outstanding: | ||||
Basic | 55,720 | 55,460 | 55,015 | |
Diluted | 56,377 | 57,455 | 57,264 | |
Net Income (Loss) | $ 41,577 | $ 185,959 | $ 128,291 | |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (3,037) | (17,508) | (18,971) | |
Comprehensive income | 38,540 | 168,451 | 109,320 | |
Products | ||||
Revenue: | ||||
Revenue | 638,381 | [1] | 801,183 | 670,319 |
Royalty and Other Revenue | ||||
Revenue: | ||||
Revenue | $ 383 | $ 353 | $ 215 | |
[1] 2023 revenue for filtration products includes revenue related to FlexBiosys, Inc. (“FlexBiosys”) from April 17, 2023, as well as Metenova Holding AB (“Metenova”) from October 2, 2023. |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | True Up Costs December 2020 | Avitide, Inc. | FlexBiosys, Inc. | Metenova Holding AB | Common Stock | Common Stock Avitide, Inc. | Common Stock FlexBiosys, Inc. | Common Stock Metenova Holding AB | Additional Paid-in Capital | Additional Paid-in Capital True Up Costs December 2020 | Additional Paid-in Capital Avitide, Inc. | Additional Paid-in Capital FlexBiosys, Inc. | Additional Paid-in Capital Metenova Holding AB | Accumulated Other Comprehensive Income (Loss) | Accumulated Earnings/(Deficit) |
Balance at Dec. 31, 2020 | $ 1,529,150 | $ 548 | $ 1,460,748 | $ 2,085 | $ 65,769 | |||||||||||
Balance (in shares) at Dec. 31, 2020 | 54,760,837 | |||||||||||||||
Net Income (Loss) | 128,291 | 128,291 | ||||||||||||||
Issuance of common stock for debt conversion | 2 | $ 0 | 2 | |||||||||||||
Issuance of common stock for debt conversion (in shares) | 7 | |||||||||||||||
Exercise of stock options and vesting of stock units | 3,879 | $ 3 | 3,876 | |||||||||||||
Exercise of stock options and vesting of stock units (in shares) | 300,721 | |||||||||||||||
Issuance of commons stock pursuant to the acquisition | $ 145 | $ 82,968 | $ 2 | $ 145 | $ 82,966 | |||||||||||
Issuance of commons stock pursuant to the acquisition, (in shares) | 271,096 | |||||||||||||||
Tax withholding on vesting of restricted stock | (2,897) | $ 0 | (2,897) | |||||||||||||
Tax withholding on vesting of restricted stock (in shares) | (11,204) | |||||||||||||||
Stock-based compensation expense | 27,500 | 27,500 | ||||||||||||||
Balance at Dec. 31, 2021 | 1,750,067 | $ 553 | 1,572,340 | (16,886) | 194,060 | |||||||||||
Balance (in shares) at Dec. 31, 2021 | 55,321,457 | |||||||||||||||
Translation adjustment | (18,971) | (18,971) | ||||||||||||||
Net Income (Loss) | 185,959 | 185,959 | ||||||||||||||
Issuance of common stock for debt conversion | (6) | $ 1 | (7) | |||||||||||||
Issuance of common stock for debt conversion (in shares) | 21 | |||||||||||||||
Exercise of stock options and vesting of stock units | 3,707 | $ 3 | 3,704 | |||||||||||||
Exercise of stock options and vesting of stock units (in shares) | 326,192 | |||||||||||||||
Tax withholding on vesting of restricted stock | (17,018) | $ (1) | (17,017) | |||||||||||||
Tax withholding on vesting of restricted stock (in shares) | (89,972) | |||||||||||||||
Stock-based compensation expense | 27,316 | 27,316 | ||||||||||||||
Balance at Dec. 31, 2022 | 1,910,700 | $ 556 | 1,547,266 | (34,394) | 397,272 | |||||||||||
Balance (Accounting Standards Update 2020-06) at Dec. 31, 2022 | (21,817) | (39,070) | 17,253 | |||||||||||||
Balance (in shares) at Dec. 31, 2022 | 55,557,698 | |||||||||||||||
Translation adjustment | (17,508) | (17,508) | ||||||||||||||
Net Income (Loss) | 41,577 | 41,577 | ||||||||||||||
Issuance of common stock for debt conversion | (13) | $ 0 | (13) | |||||||||||||
Issuance of common stock for debt conversion (in shares) | 8 | |||||||||||||||
Exercise of stock options and vesting of stock units | 1,076 | $ 3 | 1,073 | |||||||||||||
Exercise of stock options and vesting of stock units (in shares) | 251,886 | |||||||||||||||
Repurchase of common stock | (14,386) | $ (1) | (14,385) | |||||||||||||
Repurchase of common stock (in shares) | (92,090) | |||||||||||||||
Issuance of commons stock pursuant to the acquisition | $ 5,465 | $ 8,104 | $ 0 | $ 1 | $ 5,465 | $ 8,103 | ||||||||||
Issuance of commons stock pursuant to the acquisition, (in shares) | 31,415 | 52,299 | ||||||||||||||
Tax withholding on vesting of restricted stock | (13,227) | $ (1) | (13,226) | |||||||||||||
Tax withholding on vesting of restricted stock (in shares) | (77,759) | |||||||||||||||
Issuance of common stock pursuant to the Avitide, Inc. contingent consideration earnout payment | 7,229 | $ 0 | 7,229 | |||||||||||||
Issuance of common stock pursuant to the Avitide, Inc.contingent consideration earnout payment (in shares) | 42,621 | |||||||||||||||
Stock-based compensation expense | 25,575 | 25,575 | ||||||||||||||
Convertible note modification | 2,791 | 2,791 | ||||||||||||||
Deferred tax impact on conversion feature | (651) | (651) | ||||||||||||||
Balance at Dec. 31, 2023 | 1,971,203 | $ 558 | $ 1,569,227 | (37,431) | $ 438,849 | |||||||||||
Balance (in shares) at Dec. 31, 2023 | 55,766,078 | |||||||||||||||
Translation adjustment | $ (3,037) | $ (3,037) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net Income (Loss) | $ 41,577 | $ 185,959 | $ 128,291 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Inventory step-up charges | 1,238 | 0 | 2,130 |
Depreciation and amortization | 68,085 | 50,985 | 38,447 |
Amortization of debt discount and issuance costs | 2,448 | 1,815 | 11,530 |
Stock-based compensation | 25,575 | 27,316 | 27,500 |
Deferred income taxes, net | 2,317 | (1,352) | 6,517 |
Contingent consideration | (30,569) | (28,729) | 5,865 |
Non-cash interest income | (2,023) | 0 | 0 |
Loss on extinguishment of debt | 12,676 | 0 | 0 |
Other | 1,231 | (100) | 864 |
Changes in operating assets and liabilities, excluding impact of acquisitions: | |||
Accounts receivable | (3,312) | (3,596) | (46,523) |
Inventories | 40,973 | (57,204) | (89,781) |
Prepaid expenses and other assets | (13,030) | 2,396 | (10,192) |
Operating lease right of use assets | 14,059 | (24,549) | (4,315) |
Other assets | (461) | (231) | 430 |
Accounts payable | (9,803) | (8,197) | 19,523 |
Accrued expenses | (27,921) | (2,019) | 23,196 |
Operating lease liability | (9,229) | 28,623 | 6,958 |
Long-term liabilities | 87 | 966 | (1,424) |
Total cash provided by operating activities | 113,918 | 172,083 | 119,016 |
Cash flows from investing activities: | |||
Purchase of marketable securities held to maturity | 0 | (100,000) | 0 |
Redemption of marketable securities | 102,323 | 0 | 0 |
Additions to capitalized software costs | (2,766) | (3,512) | (4,187) |
Acquisitions, net of cash acquired | (186,642) | 0 | (149,893) |
Purchases of property, plant and equipment | (36,222) | (84,834) | (67,089) |
Purchase of intellectual property | 0 | (45,000) | 0 |
Other investing activities | 32 | 110 | 0 |
Total cash used in investing activities | (123,275) | (233,236) | (221,169) |
Cash flows from financing activities: | |||
Repurchase of common stock | (14,386) | 0 | 0 |
Proceeds from issuance of 2023 Convertible Senior Notes | 290,094 | 0 | 0 |
Proceeds from exercise of stock options | 1,076 | 3,707 | 3,879 |
Payment of debt issuance costs | (7,253) | 0 | 0 |
Payment of tax withholding obligation on vesting of restricted stock | (13,227) | (17,018) | (2,897) |
Payment of earnout consideration | (7,298) | 0 | 0 |
Other financing activities | (45) | (26) | (21) |
Total cash provided by (used in) financing activities | 248,961 | (13,337) | 961 |
Effect of exchange rate changes on cash and cash equivalents | (11,739) | (5,866) | (12,286) |
Net increase (decrease) in cash and cash equivalents | 227,865 | (80,356) | (113,478) |
Cash and cash equivalents, beginning of period | 523,458 | 603,814 | 717,292 |
Cash and cash equivalents, end of period | 751,323 | 523,458 | 603,814 |
Supplemental disclosure of cash flow information: | |||
Income taxes paid | 26,963 | 34,365 | 16,515 |
Interest paid | 988 | 1,033 | 1,066 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Assets acquired under operating leases | 4,335 | 29,126 | 85,312 |
Fair value of shares of common stock issued for acquisitions | 13,569 | 0 | 82,968 |
Fair value of shares of common stock issued for contingent consideration earnouts | 7,229 | 0 | 0 |
Acquisition date fair value of contingent consideration earnouts | 6,640 | 0 | 88,373 |
Issuance of 2023 Notes in exchange of 2019 Notes | 42,179 | 0 | 0 |
Extinguished 2019 Notes | $ 29,634 | $ 0 | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ 41,577 | $ 185,959 | $ 128,291 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Rule 10b5-1 Trading Plans During the fourth quarter of 2023, Tony J. Hunt , Chief Executive Officer , adopted a trading plan intended to satisfy Rule 10b5-1(c) under the Securities Exchange Act of 1934 ("Exchange Act") on November 9, 2023 to sell up to 78,216 shares of our common stock between March 8, 2024 and November 15, 2024 , the date this plan expires. The trading plan will cease upon the earlier of November 15, 2024 or the sale of all shares subject to the trading plan. During the fourth quarter of 2023, none of our other directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified , or terminated a Rule 10b5-1 trading arrangement. |
Tony J. Hunt | |
Trading Arrangements, by Individual | |
Name | Tony J. Hunt |
Title | Chief Executive Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | November 9, 2023 |
Termination Date | P252D |
Arrangement Duration | 372 days |
Aggregate Available | 78,216 |
Expiration Date | November 15, 2024 |
Other directors or officers | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arrangement Modified | false |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Nature of Business | 1. Organization and Nature of Business Repligen Corporation (NASDAQ: RGEN) is a global life sciences company that develops and commercializes highly innovative bioprocessing technologies and systems that increase efficiencies and flexibility in the process of manufacturing biological drugs. The Company’s franchises include filtration, chromatography, process analytics and proteins. See Part I, Item 1. “ Business - Our Products”, of this report for additional information related to the Company's products. The Company’s bioprocessing products are sold to major life sciences companies, biopharmaceutical development companies and contract manufacturing organizations worldwide. The Company operates under one reportable segment. The Company’s chief operating decision maker (“CODM”), its Chief Executive Officer (“CEO”), reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. See Note 2, “Summary of Significant Accounting Policies – Segment Reporting,” for more information on the Company’s segment. A majority of our 19 manufacturing sites are located in the United States (California, Massachusetts, New Hampshire, New Jersey, New York and Texas). Outside the United States, we have manufacturing sites in Estonia, France, Germany, Ireland, the Netherlands and Sweden. The Company is subject to a number of risks typically associated with companies in the biotechnology industry. These risks principally include the Company’s dependence on key customers, development by the Company or its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with the U.S. Food and Drug Association and other governmental regulations and approval requirements, as well as the ability to grow the Company’s business and obtain adequate funding to finance this growth. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions by management affect the Company’s revenue recognition for multiple element arrangements, allowance for credit losses, the net realizable value of inventory, valuations and purchase price allocations related to business combinations, contingent consideration, estimated fair values of intangible assets and goodwill, amortization methods and periods, warranty reserves, certain accrued expenses, estimates related to the fair value of the conversion features of the convertible notes for purposes of assessing whether debt extinguishment or modification accounting applies to the Company’s debt exchange, stock-based compensation, tax reserves and recoverability of the Company’s net deferred tax assets and related valuation allowance. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior year balances have changed to reflect current year presentation. Foreign Currency The Company translates the assets and liabilities of its foreign subsidiary at rates in effect at the end of the reporting period. Revenues and expenses are translated at average rates in effect during the reporting period. Translation adjustments include adjustments related to the Company’s various intercompany loans with foreign subsidiaries. Intercompany loans determined to be permanent are remeasured at each period end and included in accumulated other comprehensive loss on the consolidated balance sheets. Intercompany loans with foreign subsidiaries determined to be repayable are remeasured at each period end and included in other income (expenses) on the consolidated statements of comprehensive income. Revenue Recognition The Company generates revenue from the sale of bioprocessing products, equipment devices, and related consumables used with these equipment devices to customers in the life sciences and biopharmaceutical industries. Under Accounting Standard Codification No. (“ASC”) 606, “ Revenue from Contracts with Customers,” revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method or the most likely amount method, depending on the facts and circumstances relative to the contract. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component as of December 31, 2023. Contracts with customers may contain multiple performance obligations. For such arrangements, the transaction price is allocated to each performance obligation based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. The Company recognizes product revenue under the terms of each customer agreement upon transfer of control to the customer, which occurs at a point in time. Shipping and handling fees are recorded as a component of product revenue, with the associated costs recorded as a component of cost of product revenue. Risks and Uncertainties The Company evaluates its operations periodically to determine if any risks and uncertainties exist that could impact its operations in the near term. The Company does not believe that there are any significant risks that have not already been disclosed in the consolidated financial statements. A loss of certain suppliers could temporarily disrupt operations, although alternate sources of supply exist for these items. The Company has mitigated these risks by working closely with key suppliers, identifying alternate sources and developing contingency plans. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash on hand and on deposit. Highly liquid investments in money market mutual funds with an original maturity of three months or less are classified as cash equivalents. All cash equivalents are carried at cost, which approximates fair value. Restricted cash represents cash that is restricted as to withdrawal or usage. There was no restriction on the Company’s cash balance as of December 31, 2023 and 2022. The Company’s cash, cash equivalents and restricted cash total as presented in the Company’s consolidated statements of cash flows for the years ended December 31, 2023, 2022 and 2021 was $ 751.3 million, $ 523.5 million and $ 603.8 million, respectively. Investment Securities We classify our investment securities in one of three categories: held to maturity, trading, or available for sale. Our investment portfolio at December 31, 2022 consisted of an investment in U.S. treasury bills classified as held to maturity which was included in the Company's consolidated balance sheets under marketable securities held to maturity. These marketable securities matured in June 2023 and there are no comparable investments as of December 31, 2023. Securities that we have the positive intent and ability to hold to maturity are classified as held to maturity and stated at amortized cost in the consolidated balance sheets. Management determines the appropriate classification of securities at the time of purchase based upon management's intent with regards to such investment and reevaluates such designation as of each balance sheet date. The Company's investment policy requires that it only invest in high-rated securities and limit its exposure to any single-user. There were no realized or unrealized gains or losses on investments recorded as of December 31, 2023, 2022 and 2021. The Company classifies marketable securities as short-term when they have remaining contractual maturities of one year or less from the balance sheet date. The Company periodically assesses its marketable securities, if any, for impairment or credit losses. Fair Value Measurement In determining the fair value of its assets and liabilities, the Company uses various valuation approaches. The Company employs a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 – Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The availability of observable inputs can vary among the various types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the overall fair value measurement. Allowance for credit losses We establish an allowance for credit losses through a review of several factors, including historical collection experience, current aging status of the customer accounts, and current financial condition of our customers. Losses are charged against the allowance when the customer accounts are determined to be uncollectible. Inventories Inventories relate to the Company’s bioprocessing business. The Company values inventory at cost or, if lower, net realizable value, using the first-in, first-out method. The Company reviews its inventories at least quarterly and records a provision for excess and obsolete inventory based on its estimates of expected sales volume, production capacity and expiration dates of raw materials, work-in-process and finished products. The Company writes down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected requirements to cost of product revenue. Manufacturing of bioprocessing finished goods is done to order and tested for quality specifications prior to shipment. A change in the estimated timing or amount of demand for the Company’s products could result in additional provisions for excess inventory quantities on hand. Any significant unanticipated changes in demand or unexpected quality failures could have a significant impact on the value of inventory and reported operating results. During all periods presented in the accompanying consolidated financial statements, there have been no material adjustments related to a revised estimate of inventory valuations. Work-in-process and finished products inventories consist of material, labor, outside processing costs and manufacturing overhead. Lease Accounting The Company adopted Accounting Standards Update No. (“ASU”) 2016-02, “Leases (Topic 842) ” (“ASC 842”) as of January 1, 2019. Under ASC 842, the Company determines whether the arrangement contains a lease at the inception of an arrangement. If a lease is identified in an arrangement, the Company recognizes a right-of-use asset and liability on its consolidated balance sheets and determines whether the lease should be classified as a finance or operating lease. The Company does not recognize assets or liabilities for leases with lease terms of less than 12 months. A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of ownership of the leased asset to the Company by the end of the lease term, (ii) the Company holds an option to purchase the leased asset that it is reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset, (iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, or (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term. All other leases are recorded as operating leases. Finance and operating lease assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term using the discount rate implicit in the lease. If the rate implicit is not readily determinable, the Company utilizes its incremental borrowing rate at the lease commencement date. Operating lease assets are further adjusted for prepaid or accrued lease payments. Operating lease payments are expensed using the straight-line method as an operating expense over the lease term. Finance lease assets are amortized to depreciation expense using the straight-line method over the shorter of the useful life of the related asset or the lease term. Finance lease payments are bifurcated into (i) a portion that is recorded as imputed interest expense and (ii) a portion that reduces the finance liability associated with the lease. The Company does not separate lease and non-lease components when determining which lease payments to include in the calculation of its lease assets and liabilities. Variable lease payments are expensed as incurred. If a lease includes an option to extend or terminate the lease, the Company reflects the option in the lease term if it is reasonably certain it will exercise the option. Finance leases are recorded in property, plant and equipment, net, other current liabilities and long-term finance lease liabilities and operating leases are recorded in operating lease right of use assets, operating lease liability and operating lease liability, long-term on the Company’s consolidated balance sheets. Certain of the Company’s operating leases where the Company is the lessee provide for minimum annual payments that increase over the life of the lease. Some of these leases include obligations to pay for other services, such as operations and maintenance. For leases of property, the Company accounts for these other services as a component of the lease. The aggregate minimum annual payments are expensed on the straight-line basis beginning when the Company takes possession of the property and extending over the term of the related lease, including renewal options when the exercise of the option is reasonably certain as an economic penalty may be incurred if the option is not exercised. The Company also accounts in its straight-line computation for the effect of any “rental holidays.” Operating lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of the fixed lease payments, reduced by landlord incentives using a discount rate based on similarly secured borrowings available to the Company. Most of the leases do not provide implicit interest rates and therefore the Company determines the discount rate based on its incremental borrowing rate. The incremental borrowing rate for the Company’s leases is determined based on lease term and currency in which the lease payments are made. Accrued Liabilities The Company estimates accrued liabilities by identifying services performed on the Company’s behalf, estimating the level of service performed and determining the associated cost incurred for such service as of each balance sheet date. For example, the Company would accrue for professional and consulting fees incurred with law firms, audit and accounting service providers and other third-party consultants. These expenses are determined by either requesting those service providers to estimate unbilled services at each reporting date for services incurred or tracking costs incurred by service providers under fixed fee arrangements. The Company has processes in place to estimate the appropriate amounts to record for accrued liabilities, which principally involve the applicable personnel reviewing the services provided. In the event that the Company does not identify certain costs that have begun to be incurred or the Company under or over-estimates the level of services performed or the costs of such services, the reported expenses for that period may be too low or too high. The date on which certain services commence, the level of services performed on or before a given date, and the cost of such services often require the exercise of judgment. The Company makes these judgments based upon the facts and circumstances known at the date of the consolidated financial statements. Income Taxes Deferred taxes are determined based on the difference between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are provided, if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The Company evaluates this tax position on a quarterly basis. The Company also accrues for potential interest and penalties related to unrecognized tax benefits in income tax expense. The Company is subject to a territorial tax system under the Tax Cuts and Jobs Act enacted in December 2017, in which the Company is required to provide for tax on Global Intangible Low-Taxed Income (“GILTI”) earned by certain foreign subsidiaries. The Company has adopted an accounting policy to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense. Property, Plant & Equipment Property, plant & equipment is recorded at cost less allowances for depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the asset as follows: Classification Estimated Useful Life Buildings Thirty years Leasehold improvements Shorter of the term of the lease or estimated useful life Equipment Three to twelve years Furniture, fixtures and office equipment Three to eight years Computer hardware and software Three to seven years or estimated useful life Vehicles Five years Upon disposal of property, plant & equipment, the cost of the asset and the accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in our results of operations. Fully depreciated assets are not removed from the accounts until they are physically disposed of. Certain systems development costs related to the purchase, development and installation of computer software developed or obtained for internal use are capitalized and depreciated over the estimated useful life of the related project. Costs incurred prior to the development stage, as well as maintenance, training costs, and general and administrative expenses are expensed as incurred. Earnings Per Share The Company reports earnings per share (“EPS”) in accordance with ASC 260, "Earnings Per Share," which establishes standards for computing and presenting EPS. Basic EPS is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income available to common shareholders by the weighted-average number of common shares and dilutive common share equivalents outstanding during the period. Potential common share equivalents consist of restricted stock awards (including performance stock units) and the incremental common shares issuable upon the exercise of stock options and warrants. Under the treasury stock method, unexercised “in-the-money” stock options are assumed to be exercised at the beginning of the period or at issuance, if later. The assumed proceeds are then used to purchase common shares at the average market price during the period. In periods when the Company has a net loss, stock awards are excluded from the calculation of earnings per share as their inclusion would have an antidilutive effect. A reconciliation of basic and diluted weighted average share outstanding is as follows: For the Years Ended December 31, 2023 2022 2021 (Amounts in thousands, except per share data) Numerator: Net income $ 41,577 $ 185,959 $ 128,291 Effect of dilutive securities: Charges associated with convertible debt instruments, net of tax — 387 — Numerator for diluted earnings per share - net income available to common stockholders after the effect of dilutive securities $ 41,577 $ 186,346 $ 128,291 Denominator: Weighted average shares used in computing net income per 55,720 55,460 55,015 Effect of dilutive shares: Options and stock units 457 608 915 Convertible senior notes (1) 181 1,360 1,253 Contingent consideration 8 11 — Dilutive effect of unvested performance stock units 11 16 81 Dilutive potential common shares 657 1,995 2,249 Denominator for diluted earnings per share - adjusted weighted average shares used in computing net income per share - diluted 56,377 57,455 57,264 Earnings per share: Basic $ 0.75 $ 3.35 $ 2.33 Diluted $ 0.74 $ 3.24 $ 2.24 (1) Represents the dilutive impact for the Company's 0.375 % Convertible Senior Notes due 2024 (the “ 2019 Notes”) and its 1.00 % Convertible Senior Notes due 2028 (the “2023 Notes”). As of December 31, 2023, the if-converted value is less than the outstanding principal of the 2023 Notes and are therefore anti-dilutive. Refer to Note 14, “ Convertible Senior Notes,” for more information. For the years ended December 31, 2023, 2022 and 2021, 306,849 shares, 177,318 shares and 68,968 shares, respectively, of the Company’s common stock were excluded from the calculation of diluted earnings per share because they would have had an anti-dilutive effect for years presented. In July 2019, the Company issued $ 287.5 million aggregate principal amount of its 2019 Notes. As provided by the terms of the indenture underlying the 2019 Notes, prior to March 4, 2022, conversion of the 2019 Notes could have been settled in cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. On March 4, 2022, we entered into the Second Supplemental Indenture for the 2019 Notes, which irrevocably elected to settle the conversion of the 2019 Notes using a combination of cash and shares of the Company's common stock, settling the par value of the 2019 Notes in cash and any excess conversion premium in shares. On December 14, 2023, the Company exchanged, in a privately negotiated exchange, $ 309.9 million principal amount of 2023 Notes for $ 217.7 million principal amount of 2019 Notes and issued $ 290.1 million aggregate principal amount of 2023 Notes for $ 290.1 million in cash. Following the close of the Exchange Transaction, $ 69.7 million in aggregate principal amount of 2019 Notes remains outstanding with terms unchanged. As provided by the terms of the Second Supplemental Indenture underlying the 2019 Notes, the Company irrevocably elected to settle the conversion obligation for the 2019 Notes in a combination of cash and shares of the Company's common stock. This means the Company will settle the par value of the 2019 Notes in cash and any excess conversion premium in shares. As mentioned in Note 14, “ Convertible Senior Notes,” the Company adopted ASU 2020-06 effective January 1, 2022. Under ASU 2020-06, the Company is required to reflect the dilutive effect of the convertible securities by application of the “if-converted” method, which means the denominator of the EPS calculation would include the total number of shares assuming the 2019 Notes had been fully converted at the beginning of the period. Prior to March 4, 2022, the Company had the choice to settle the conversion of the 2019 Notes in cash, stock or a combination of the two. Therefore, from January 1, 2022 (the date the Company adopted ASU 2020-06) to March 4, 2022, the Company included 3,474,429 shares in the denominator of the EPS calculation, applying the if converted method. Subsequent to March 4, 2022, after the Second Supplemental Indenture became effective, the Company irrevocably elected to settle the conversion obligation for the 2019 Notes in a combination of cash and shares of the Company's common stock, and from March 5, 2022 forward, only the excess premium will be settled with shares. Under the if-converted method of calculating dilutive shares, the Company was also required to exclude amortization of debt issuance costs and interest charges applicable to the convertible debt from the numerator of the dilutive EPS calculation for the period from January 1, 2022 to March 4, 2022, as if the interest on convertible debt was never recognized for that period. As a result, the Company excluded interest charges of $ 0.4 million (net of tax) from the numerator and included 1,359,957 shares in the calculation of diluted earnings as the dilutive effect of the conversion premium for the year ended December 31, 2022. There were no comparable amounts included in 2023 or 2021. Prior to the adoption of ASU 2020-06, the Company applied the provisions of ASC 260, “ Earnings Per Share,” subsection 10-45-44, to determine the diluted weighted average shares outstanding as it related to the conversion spread on its convertible notes. Accordingly, the par value of the 2019 Notes was not included in the calculation of diluted EPS, but the dilutive effect of the conversion premium was considered in the calculation of diluted EPS using the treasury stock method. The dilutive impact of the 2019 Notes was based on the difference between the Company’s current period average stock price and the conversion price of the convertible notes, provided there is a premium. Pursuant to this accounting standard, there was no dilution from the accreted principal of the 2019 Notes. Segment Reporting Operating segments are components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the CODM in deciding how to allocate resources and assess performance. Our CEO has been identified as our CODM. The Company views its operations, makes decisions regarding how to allocate resources and manages its business as one reportable segment and one reporting unit. As a result, the financial information disclosed herein represents all of the material financial information related to the Company. The following table represents product revenues by product line: For the Years Ended December 31, 2023 (1) 2022 (Amounts in thousands) Filtration products $ 347,781 $ 495,930 Chromatography products 126,629 131,680 Process analytics products 56,820 53,512 Proteins products 103,463 114,320 Other 3,688 5,741 Total product revenue $ 638,381 $ 801,183 (1) 2023 revenue for filtration products includes revenue related to FlexBiosys, Inc. (“FlexBiosys”) from April 17, 2023, as well as Metenova Holding AB (“Metenova”) from October 2, 2023. (2) 2021 revenue for filtration products includes revenue related to Polymem S.A. (“Polymem”) from July 1, 2021, as well as BioFlex Solutions LLC (“BioFlex”) and Newton T&M Corp. (“NTM”) from December 16, 2021 through December 31, 2021. 2021 revenue for proteins products includes revenue related to Avitide, Inc. (“Avitide”) from September 20, 2021 through December 31, 2021. Revenue from filtration products includes the XCell ATF ® systems and consumables as well as the KrosFlo ® and SIUS ® filtration products. Revenue from chromatography products includes the OPUS ® chromatography pre-packed columns, chromatography resins and ELISA test kits. Revenue from process analytics products includes the SoloVPE ® , FlowVPE ® RPM ® and FlowVPX ® devices. Revenue from protein products includes the Protein A affinity ligands and cell culture growth factors. Other revenue primarily consists of revenue from the sale of operating room products to hospitals as well as freight revenue. The following table represents the Company’s total revenue by our country of domicile (the United States) and other countries where our major subsidiaries are domiciled for the periods presented (based on the location of the customer): For the Years Ended December 31, 2023 2022 2021 Revenue by customers' geographic locations: North America 44 % 43 % 41 % Europe 37 % 37 % 40 % APAC/Other 19 % 20 % 19 % Total revenue 100 % 100 % 100 % The following table represents the Company’s total assets by our country of domicile (the United States) and other countries where our major subsidiaries are domiciled for the periods presented: December 31, 2023 2022 (Amounts in thousands) Total assets by geographic locations: North America $ 2,371,208 $ 2,209,244 Europe 426,034 287,543 APAC 27,169 27,871 Total assets by geographic location $ 2,824,411 $ 2,524,658 The following table represents the Company’s long-lived assets by our country of domicile (the United States) and other countries where our major subsidiaries are domiciled for the periods presented: December 31, 2023 2022 (Amounts in thousands) Long-lived assets by geographic locations: North America $ 278,033 $ 275,151 Europe 43,280 38,541 APAC 2,919 2,819 Total long-lived assets by geographic location $ 324,232 $ 316,511 Concentrations of Credit Risk and Significant Customers Financial instruments that subject the Company to significant concentrations of credit risk primarily consist of cash and cash equivalents, marketable securities and accounts receivable. Per the Company’s investment policy, cash equivalents and marketable securities are invested in financial instruments with high credit ratings, limit its credit exposure to any one issuer (with the exception of U.S. treasury obligations) and type of instrument is limited. At December 31, 2023, the Company had no investments associated with foreign exchange contracts, options contracts or other foreign hedging arrangements. Concentration of credit risk with respect to accounts receivable is limited to customers to whom the Company makes significant sales. While a reserve for the potential write-off of accounts receivable is maintained, the Company has not written off any significant accounts to date. To control credit risk, the Company performs regular credit evaluations of its customers’ financial condition. There was no revenue from customers that represented 10 % or more of the Company's total revenue for the year ended December 31, 2023 or 2022. Revenue from Pfizer Inc. accounted for 10 % of total revenue for the year ended December 31, 2021. No accounts receivable balance from a specific customer represented 10 % or more of the Company's total trade accounts receivable at December 31, 2023 . Significant accounts receivable balances representing 10 % or more of the Company’s total trade accounts receivable ba |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements Cash, Cash Equivalents and Marketable Securities Held to Maturity The following table summarizes the Company's cash, cash equivalents and marketable securities held to maturity as of December 31, 2023: As of December 31, 2023 Amortized Gross Gross Estimated Cash and cash equivalents: Cash and money market funds $ 751,323 $ — $ — $ 751,323 Total cash and cash equivalents $ 751,323 $ — $ — $ 751,323 As of December 31, 2022 Amortized Gross Gross Estimated Cash and cash equivalents: Cash and money market funds $ 523,458 $ — $ — $ 523,458 Total cash and cash equivalents 523,458 — — 523,458 Marketable securities held to maturity: U.S. treasury bills - short-term 100,299 24 — 100,323 Total cash, cash equivalents and marketable securities $ 623,757 $ 24 $ — $ 623,781 During the fourth quarter of 2022, the Company purchased $ 100.0 million of 6-month U.S. treasury bills with the positive intent and ability to hold them until maturity. Therefore, the Company classified this investment as held to maturity and stated it at amortized cost on the consolidated balance sheets. There is no comparable investment as of December 31, 2023. The amortized cost and fair value of the Company's held to maturity securities by contractual maturity at December 31, 2022 are summarized below. There were no comparable investments as of December 31, 2023: December 31, 2022 Amortized Estimated Maturity of one year or less $ 100,299 $ 100,323 Total $ 100,299 $ 100,323 Fair Value Measured on a Recurring Basis Financial assets and financial liabilities measured at fair value on a recurring basis consist of the following as of December 31, 2023 and 2022: As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ 658,574 $ — $ — $ 658,574 Liabilities: Short-term contingent consideration $ — $ — $ 12,983 $ 12,983 Long-term contingent consideration $ — $ — $ 14,070 $ 14,070 As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ 343,929 $ — $ — $ 343,929 Liabilities: Short-term contingent consideration $ — $ — $ 13,950 $ 13,950 Long-term contingent consideration $ — $ — $ 51,559 $ 51,559 Contingent Consideration – Earnout As of December 31, 2023, the maximum amount of future contingent consideration (undiscounted) that the Company could be required to pay in connection with each of the completed acquisitions is; $ 125.0 million over a three-year earnout period for Avitide, which was acquired in September 2021 and for which the earnout periods run from January 1, 2022 through December 31, 2024; $ 42.0 million over a two-year earnout period for FlexBiosys, which was acquired in April 2023 and for which the earnout periods run from January 1, 2023 through December 31, 2024; and approximately $ 10 million over a one-year earnout period for Metenova, which was acquired in October 2023 and for which the earnout period runs from January 1, 2024 through December 31, 2024. See Note 4, “ Acquisitions” to this report for more information on the contingent consideration earnouts. During 2023, expected results and change in market inputs used to calculate the discount rate, resulted in a decrease in amounts reported as of December 31, 2023 . A reconciliation of the change in fair value of contingent consideration – earnout is included in the following table (amounts in thousands): Balance at December 31, 2022 $ 65,509 Acquisition date fair value of contingent consideration earnouts 6,640 Payment of contingent consideration earnouts ( 14,527 ) Decrease in fair value of contingent consideration earnouts ( 30,569 ) Balance at December 31, 2023 $ 27,053 The recurring Level 3 fair value measurement of our contingent consideration – earnout that we expect to be required to settle our 2023, 2024 and 2025 contingent consideration obligation for Avitide, FlexBiosys and Metenova include the following significant unobservable inputs (amounts in thousands, except percent data): Contingent Consideration Earnout Fair Value as of Valuation Technique Unobservable Input Range Weighted Average (1) Probability of Success 100 % 100 % Commercialization-based payments $ 20,094 Monte Carlo Earnout Discount Rate 5.8 %- 5.9 % 5.9 % Volatility 12.5 %- 24.6 % 21.9 % Revenue and Volume- $ 1,454 Monte Carlo Revenue & Volume 2.5 %- 9.3 % 8.3 % Earnout Discount Rate 5.8 %- 7.2 % 6.1 % Probability of 100 % 100 % Manufacturing line expansions $ 5,505 Probability-weighted present value Earnout Discount Rate 6.1 %- 6.4 % 6.3 % (1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. The Company estimates the fair value of the contingent consideration earnouts using a Monte Carlo simulation. Changes in the projected performance of the acquired business could result in a higher or lower contingent consideration obligation in the future. Fair Value Measured on a Nonrecurring Basis During 2023, there were no re-measurements to fair value of financial assets and liabilities that are measured at fair value on a nonrecurring basis. Convertible Senior Notes In July 2019, the Company issued $ 287.5 million aggregate principal amount of the 2019 Notes. Interest is payable semi-annually in arrears on January 15 and July 15 of each year. The 2019 Notes will mature on July 15, 2024, unless earlier converted or repurchased in accordance with their terms. At December 31, 2023 and 2022, subsequent to the adoption of ASU 2020-06, the carrying value of the 2019 Notes was $ 69.5 million and $ 284.6 million, respectively, net of unamortized debt issuance costs and the fair value of the 2019 Notes was $ 109.8 million and $ 452.0 million, respectively. The fair value of the 2019 Notes is a Level 1 valuation and was determined based on the most recent trade activity of the 2019 Notes as of December 31, 2023 and 2022. The 2019 Notes are discussed in more detail in Note 14, “Convertible Senior Notes,” to these consolidated financial statements. On December 14, 2023, the Company issued $ 600.0 million aggregate principal amount of its 2023 Notes in a private placement pursuant to separate, privately negotiated exchange and subscription agreements (the “Exchange and Subscription Agreements”) with a limited number of holders of its outstanding 2019 Notes and certain other qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (“Securities Act”). Pursuant to the Exchange and Subscription Agreements, the Company exchanged $ 217.7 million of its 2019 Notes for $ 309.9 million aggregate principal amount of the 2023 Notes (the “Exchange Transaction”) and issued $ 290.1 million aggregate principal amount of the 2023 Notes (the “Subscription Transactions”) for $ 290.1 million in cash. At December 31, 2023, the carrying value of the 2023 Notes was $ 510.1 million, net of unamortized debt issuance costs, and the fair value of the 2023 Notes was $ 596.0 million. The fair value of the 2023 Notes is a Level 1 valuation and was determined based on the most recent trade activity of the 2023 Notes as of December 31, 2023. The 2023 Notes are discussed in more detail in Note 14, “ Convertible Senior Notes,” to these consolidated financial statements. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 4. Acquisitions 2023 Acquisitions Metenova Holding AB On October 2, 2023, the Company's subsidiary, Repligen Sweden AB acquired Metenova from the former shareholders of Metenova (the “Metenova Seller”) pursuant to a Share Sale and Purchase Agreement (the “Share Purchase Agreement”), dated as of September 23, 2023 (such acquisition, the “Metenova Acquisition”), by and among Repligen Sweden AB, the Metenova Seller, and the Company, in its capacity as guarantor of the obligations of Repligen Sweden AB under the Share Purchase Agreement. Metenova, which is headquartered in Molndal, Sweden, offers magnetic mixing and drive train technologies that are widely used by global biopharmaceutical companies and contract development and manufacturing organizations. The Metenova Acquisition further strengthens our fluid management portfolio with these products. Consideration Transferred The Company accounted for the Metenova Acquisition as a purchase of business under ASC 805, “ Business Combinations,” and the Company engaged a third-party valuation firm to assist with the valuation of Metenova. Under the Share Purchase Agreement, all outstanding equity interests of Metenova were acquired for consideration with a value totaling $ 172.6 million. The Metenova Acquisition was funded through payment of $ 164.5 million in cash, the issuance of 52,299 unregistered shares of the Company's common stock totaling $ 8.1 million and contingent consideration with an immaterial fair value. Under the acquisition method of accounting, the assets acquired and liabilities assumed of Metenova were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. The fair value of the net liabilities acquired is estimated to be $ 2.0 million, the fair value of the intangible assets acquired is estimated to be $ 58.8 million and the residual goodwill is estimated to be $ 115.8 million. The estimated consideration and preliminary purchase price information has been prepared using a preliminary valuation. Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which costs are incurred. The Company has incurred $ 3.5 million of transaction and integration costs associated with the Metenova Acquisition from the date of acquisition to December 31, 2023. The transaction costs are included in operating expenses in the consolidated statements of comprehensive income in 2023. Fair Value of Net Assets Acquired The preliminary allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date. As of December 31, 2023, the purchase accounting for this acquisition had not been finalized. As additional information becomes available, the Company may further revise its preliminary purchase price allocation during the remainder of the measurement period. Besides tax implications of the purchase price allocation, the final allocation may result in changes to other assets and liabilities. The components and estimated allocation of the purchase price consist of the following (amounts in thousands): Cash and cash equivalents $ 5,768 Accounts receivable 3,730 Inventory 4,421 Prepaid expenses and other current assets 470 Property and equipment 433 Operating lease right of use asset 615 Customer relationships 12,659 Developed technology 44,377 Trademark and tradename 939 Non-competition agreements 787 Goodwill 115,778 Accounts payable ( 1,432 ) Accrued liabilities ( 2,934 ) Operating lease liability ( 275 ) Deferred tax liability, long-term ( 12,481 ) Operating lease liability, long-term ( 255 ) Fair value of net assets acquired $ 172,600 Acquired Goodwill The goodwill of $ 115.8 million represents future economic benefits expected to arise from anticipated synergies from the integration of Metenova into the Company. These synergies include operating efficiencies and strategic benefits projected to be achieved as a result of the Metenova Acquisition. Substantially all of the goodwill recorded is expected to be nondeductible for income tax purposes. Intangible Assets The following table sets forth the components of the identified intangible assets associated with the Metenova Acquisition and their estimated useful lives: Useful life Fair Value (Amounts in thousands) Customer relationships 15 years $ 12,659 Developed technology 15 years 44,377 Trademark and tradename 15 years 939 Non-competition agreements 2 years 787 $ 58,762 FlexBiosys, Inc. On April 17, 2023 , the Company completed its acquisition of all of the outstanding equity interests in FlexBiosys, pursuant to an Equity Purchase Agreement with FlexBiosys, TSAP Holdings Inc. (“NJ Seller”), Gayle Tarry and Stanley Tarry, as individuals (collectively with NJ Seller, the “FlexBiosys Sellers”), and Stanley Tarry, in his capacity as the representative of the FlexBiosys Sellers (the “FlexBiosys Acquisition”). FlexBiosys, which is headquartered in Branchburg, New Jersey, offers expert design and custom manufacturing of single-use bioprocessing products and a comprehensive range of products that include bioprocessing bags, bottles, and tubing assemblies. These products will complement and expand our fluid management portfolio of offerings. Consideration transferred The FlexBiosys Acquisition was accounted for as a purchase of a business under ASC 805, “ Business Combinations,” and the Company engaged a third-party valuation firm to assist with the valuation of FlexBiosys. Under the terms of the EPA, all outstanding equity interests of FlexBiosys were acquired for consideration with a value totaling $ 41.0 million. The FlexBiosys Acquisition was funded through payment of $ 29.0 million in cash, which includes $ 6.3 million deposited in escrow for future payments, the issuance of 31,415 unregistered shares of the Company's common stock totaling $ 5.4 million and contingent consideration with fair value of approximately $ 6.6 million. Under the acquisition method of accounting, the assets acquired and liabilities assumed of FlexBiosys were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. The fair value of the net assets acquired is estimated to be $ 14.1 million, the fair value of the intangible assets acquired is estimated to be $ 12.6 million and the residual goodwill is estimated to be $ 14.3 million. The estimated consideration and preliminary purchase price information has been prepared using a preliminary valuation. Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which costs are incurred. The Company has incurred $ 1.1 million of transaction and integration costs associated with the FlexBiosys Acquisition from the date of acquisition to December 31, 2023 with $ 0.2 million of the transaction and integration costs incurred during the three months ended December 31, 2023. The transaction costs are included in operating expenses in the consolidated statements of comprehensive income in 2023. Fair Value of Net Assets Acquired The preliminary allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date. As of December 31, 2023, the purchase accounting for this acquisition had not been finalized. As additional information becomes available, the Company may further revise its preliminary purchase price allocation during the remainder of the measurement period, which ends on April 17, 2024. The final allocation may result in changes to other assets and liabilities. The components and estimated allocation of the purchase price consist of the following (amounts in thousands): Cash and cash equivalents $ 1,090 Accounts receivable 683 Inventory 667 Prepaid expenses and other current assets 35 Property and equipment 12,034 Operating lease right of use asset 3,537 Customer relationships 2,530 Developed technology 9,860 Trademark and tradename 30 Non-competition agreements 220 Goodwill 14,321 Other long-term assets 10 Accounts payable ( 136 ) Accrued liabilities ( 314 ) Operating lease liability ( 39 ) Operating lease liability, long-term ( 3,498 ) Fair value of net assets acquired $ 41,030 During 2023, the Company recorded an immaterial net working capital adjustment related to the FlexBiosys Acquisition, which is included in goodwill in the table above. Acquired Goodwill The goodwill of $ 14.3 million represents future economic benefits expected to arise from anticipated synergies from the integration of FlexBiosys into the Company. These synergies include operating efficiencies and strategic benefits projected to be achieved as a result of the FlexBiosys Acquisition. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. Intangible Assets The following table sets forth the components of the identified intangible assets associated with the FlexBiosys Acquisition and their estimated useful lives: Useful life Fair Value (Amounts in thousands) Customer relationships 12 years $ 2,530 Developed technology 16 years 9,860 Trademark and tradename 4 years 30 Non-competition agreements 5 years 220 $ 12,640 2021 Acquisitions BioFlex Solutions LLC and Newton T&M Corp. On November 29, 2021, the Company entered into an Equity Purchase Agreement with BioFlex (“BioFlex EPA”), NTM and each of Ralph Meola and Jason Nisler, to acquire 100 % of the outstanding securities of BioFlex and NTM (collectively, the “NTM Acquisition”). The transaction closed on December 16, 2021. NTM, which is headquartered in Newton, New Jersey, is the parent company of BioFlex and focuses on manufacturing of products, while BioFlex, also headquartered in Newton, New Jersey, commercializes branded products to biotech customers. The NTM Acquisition complements and expands our filtration offering paths as the industry migrates to single-use flow paths solutions for monoclonal antibody (“mAb”), vaccine and cell and gene therapy (“C>”) applications, with a focus on single-use fluid management components, including single-use clamps, adapters, end caps and hose assemblies. The NTM Acquisition streamlines and increases control over many components in our single-use supply chain which ultimately should drive reduced lead-times for Repligen customers in the coming years. Consideration Transferred The NTM Acquisition was accounted for as a purchase of businesses under ASC 805, “Business Combinations” and the Company engaged a third-party valuation firm to assist with the valuation of the business acquired. Under the terms of the BioFlex EPA, all outstanding shares of capital stock of BioFlex were acquired for consideration with a value totaling $ 31.6 million, which includes $ 3.0 million deposited into an escrow against which the Company may make claims for indemnification. Under the acquisition method of accounting, the assets acquired and liabilities assumed of BioFlex were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. The fair value of the net assets acquired is $ 4.6 million, the fair value of the intangible assets acquired is $ 17.2 million, and the residual goodwill is $ 9.8 million. Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which costs are incurred. The Company incurred $ 3.0 million of transaction and integration costs associated with the NTM Acquisition from the date of acquisition to December 31, 2022, with $ 2.7 million of transaction and integration costs incurred in 2022 and $ 0.3 million incurred in 2021. The transaction and integration costs are included in operating expenses in the consolidated statements of comprehensive income for the periods ended December 31, 2022 and 2021. Fair Value of Net Assets Acquired The allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date, based on the final valuation. The Company has made appropriate adjustments to the purchase price allocation during the measurement period, which ended December 16, 2022. The components and estimated allocation of the purchase price consist of the following (amounts in thousands): Cash and cash equivalents $ 2,870 Accounts receivable 1,408 Inventory 741 Prepaid expenses and other current assets 126 Property and equipment 34 Operating lease right of use asset 1,034 Customer relationships 13,240 Developed technology 3,540 Trademark and tradename 310 Non-competition agreements 60 Goodwill 9,834 Long term deferred tax asset 81 Accounts payable ( 224 ) Accrued liabilities ( 450 ) Operating lease liability ( 1,030 ) Operating lease liability, long-term ( 3 ) Fair value of net assets acquired $ 31,571 During 2022, the Company recorded net working capital adjustments of approximately $ 0.3 million related to pre-acquisition liabilities, which are included in goodwill and accrued liabilities in the table above. Acquired Goodwill The goodwill of $ 9.8 million represents future economic benefits expected to arise from anticipated synergies from the integration of BioFlex and NTM into the Company. These synergies include certain operating efficiencies and strategic benefits projected to be achieved as a result of the NTM Acquisition. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. Intangible Assets The following table sets forth the components of the identified intangible assets associated with the NTM Acquisition and their estimated useful lives: Useful life Fair Value (Amounts in thousands) Customer relationships 10 years $ 13,240 Developed technology 11 years 3,540 Trademark and tradename 15 years 310 Non-competition agreements 3 years 60 $ 17,150 Avitide, Inc. On September 16, 2021, the Company entered into an Agreement and Plan of Merger and Reorganization (“Avitide Merger Agreement”) with Avalon Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of the Company, Avalon Merger Sub LLC, a Delaware limited liability company and a wholly owned direct subsidiary of the Company, Avitide, a Delaware corporation, and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of Avitide's securityholders to purchase Avitide. The transaction closed on September 20, 2021, and on the terms set forth in the Avitide Merger Agreement. Avitide, which is headquartered in Lebanon, New Hampshire, offers diverse libraries and leading technology in affinity ligand discovery and development resulting in best-in-class ligand discovery and development lead-times. The acquisition gives the Company a new platform for affinity resin development, including C>, and advances and expands the Company’s proteins and chromatography franchises to address the unique purification needs of gene therapies and other emerging modalities. Consideration Transferred The Avitide Acquisition was accounted for as a purchase of a business under ASC 805, “Business Combinations” and the Company engaged a third-party valuation firm to assist with the valuation of the business acquired. Under the terms of the Avitide Merger Agreement, all outstanding shares of capital stock of Avitide were cancelled and converted into the right to receive merger consideration with a value totaling up to $ 275.0 million, which consisted of upfront payments in aggregate of $ 150.0 million ($ 149.4 million, net of cash acquired) and up to an additional $ 125.0 million (undiscounted) in contingent consideration earnout payments if certain performance targets are achieved. Total consideration paid also included $ 0.8 million deposited into an escrow account against which the Company may make claims for indemnification. The Avitide Acquisition was funded through payment of $ 75.0 million in cash, the issuance of 271,096 unregistered shares of the Company’s common stock totaling $ 83.0 million and contingent consideration with fair value of approximately $ 88.4 million. Under the acquisition method of accounting, the assets acquired and liabilities assumed of Avitide were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. The fair value of the net assets acquired is $ 2.1 million, fair value of the intangible assets acquired is $ 46.7 million, and the residual goodwill is $ 197.5 million. The Company has incurred $ 5.6 million of transaction and integration costs associated with the Avitide Acquisition from the date of acquisition to December 31, 2022, with $ 3.0 million of transaction and integration costs incurred in 2022 and $ 2.6 million in 2021. The transaction costs are included in operating expenses in the consolidated statements of comprehensive income for the periods ended December 31, 2022 and 2021. The preparation of the valuation required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable. However, actual results may differ from these estimates. Total consideration transferred is as follows (amounts in thousands): Cash consideration $ 74,962 Equity consideration 82,968 Contingent consideration - earnout 88,373 Fair value of net assets acquired $ 246,303 Fair Value of Net Assets Acquired The allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date, based on the final valuation of Avitide. The Company has made appropriate adjustments to the purchase price allocation during the measurement period, which ended on September 20, 2022. The components and estimated allocation of the purchase price consist of the following (amounts in thousands): Cash and cash equivalents $ 572 Accounts receivable 228 Inventory 332 Prepaid expenses and other current assets 114 Property and equipment 1,862 Operating lease right of use asset 3,648 Customer relationships 24,580 Developed technology 20,650 Trademark and tradename 1,210 Non-competition agreements 210 Goodwill 197,476 Long term deferred tax asset 1,525 Accounts payable ( 215 ) Accrued liabilities ( 2,183 ) Operating lease liability ( 698 ) Operating lease liability, long-term ( 2,950 ) Other liabilities ( 58 ) Fair value of net assets acquired $ 246,303 Acquired Goodwill The goodwill of $ 197.5 million represents future economic benefits expected to arise from anticipated synergies from the integration of Avitide. These synergies include certain cost savings, operating efficiencies and other strategic benefits projected to be achieved as a result of the Avitide Acquisition. Substantially all of the goodwill recorded is expected to be nondeductible for income tax purposes. During 2022, the Company recorded adjustments to goodwill of $ 1.8 million related to a change in estimated tax benefits associated with the net operating loss carryforward filed on the Avitide pre-acquisition tax return. The offset of these adjustments is included in long term deferred tax asset in the table above. Intangible Assets The following table sets forth the components of the identified intangible assets associated with the Avitide Acquisition and their estimated useful lives: Useful life Fair Value (Amounts in thousands) Customer relationships 13 years $ 24,580 Developed technology 15 years 20,650 Trademark and tradename 18 years 1,210 Non-competition agreements 3 years 210 $ 46,650 Polymem S.A. On June 22, 2021, the Company entered into a Stock Purchase Agreement with Polymem, a company organized under the laws of France, and Jean-Michel Espenan and Franc Saux, acting together jointly and severally as the representatives of the sellers pursuant to which Repligen acquired all of the outstanding common stock of Polymem for $ 47.0 million in cash. The transaction closed on July 1, 2021 (the “Polymem Acquisition.”). Polymem, which is headquartered in, Toulouse, France, is a manufacturer of hollow fiber (“HF”) membranes, membrane modules and systems for industrial and bioprocessing applications. Polymem products will complement and expand the Company’s portfolio of HF systems and consumables. The acquisition substantially increases Repligen’s membrane and module manufacturing capacity and establishes a world-class center of excellence in Europe to address the accelerating global demand for these innovative products. Consideration Transferred The Company accounted for the Polymem Acquisition as a purchase of a business under ASC 805 and the Company engaged a third-party valuation firm to assist with the valuation of the business acquired. Payment for the transaction was denominated in Euros but is reflected here in U.S. dollars for presentation purposes based on an exchange rate of 0.8437 as of July 1, 2021, the date of acquisition. Total consideration paid was $ 47.0 million, which included $ 4.3 million deposited into an escrow account against which the Company may make claims for indemnification. Under the acquisition method of accounting, the assets acquired and liabilities assumed of Polymem were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. The fair value of the net assets acquired is $ 2.2 million, the fair value of the intangible assets acquired is $ 9.1 million, and the residual goodwill is $ 35.7 million. Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which costs are incurred. The Company incurred $ 8.2 million of transaction and integration costs associated with the Polymem Acquisition from the date of acquisition to December 31, 2022, with $ 5.1 million incurred in 2022 and $ 3.1 million incurred from the date of acquisition to December 31, 2021. The transaction costs are included in operating expenses in the consolidated statements of comprehensive income for the periods ended December 31, 2022 and 2021. Fair Value of Net Assets Acquired The allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date, based on the final valuation of Polymem. The Company has made appropriate adjustments to the purchase price allocation during the measurement period, which ended on July 1, 2022. The components and final allocation of the purchase price consist of the following (amounts in thousands): Cash and cash equivalents $ 353 Net working capital (excluding cash and inventory 414 Inventory step-up 543 Operating lease right of use assets 1,424 Property and equipment 3,145 Other assets 41 Developed technology 8,274 Trademark and tradenames 510 Non-compete agreements 312 Goodwill 35,680 Operating lease liability ( 1,253 ) Long term deferred tax liability ( 2,327 ) Other long-term liabilities ( 143 ) Fair value of net assets acquired $ 46,973 Acquired Goodwill The goodwill of $ 35.7 million represents future economic benefits expected to arise from anticipated synergies from the integration of Polymem. These synergies include certain operating efficiencies and strategic benefits projected to be achieved as a result of the Polymem Acquisition. Substantially all of the goodwill recorded is expected to be nondeductible for income tax purposes. Intangible Assets The following table sets forth the components of the identified intangible assets associated with the Polymem Acquisition and their estimated useful lives: Useful life Fair Value (Amounts in thousands) Developed technology 13 years $ 8,274 Trademark and tradename 14 years 510 Non-competition agreements 5 years 312 $ 9,096 |
Restructuring Plan
Restructuring Plan | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Plan | 5. Restructuring Plan In July 2023, the Board authorized the Company's management team to undertake restructuring activities to simplify and streamline our organization and strengthen the overall effectiveness of our operations. In addition to the initial streamlining and re-balancing efforts contemplated in July, the Company is undertaking further restructuring activities (collectively, the “Restructuring Plan”) which include consolidating a portion of our manufacturing operations between certain U.S. locations, discontinuing the sale of certain product SKUs, and evaluating the fair value of finished goods and raw materials, mostly secured during the 2020-2022 COVID-19 pandemic period (the “COVID-19 Period”) to meet increasing demand during a challenging supply chain environment in the industry. The Company recorded pre-tax costs of $ 32.2 million in 2023 related to the Restructuring Plan and expects the Restructuring Plan to be completed by the end of the third quarter of 2024. Of the $ 32.2 million in pre-tax costs in 2023, $ 27.6 million is non-cash, relating primarily to inventory adjustments to record inventory at net realizable value and accelerated depreciation on equipment related to the shutdown of manufacturing facilities and production lines, the remaining costs are cash expenses, primarily related to severance and employee-related costs. The following table summarizes the charges related to restructuring activities by type of cost: For the Year Ended December 31, 2023 Severance & Employee-Related Costs Inventory Adjustments Accelerated Depreciation Facility and Other Exit Costs Total (Amounts in thousands) Cost of product revenue $ 2,077 $ 23,588 $ 3,788 $ 933 $ 30,386 Research and development 116 — — — 116 Selling, general and administrative 1,532 — 28 138 1,698 $ 3,725 $ 23,588 $ 3,816 $ 1,071 $ 32,200 Severance and employee-related costs under the Restructuring Plan are associated with actual headcount reductions. Costs incurred include cash severance and non-cash severance, including other termination benefits. Severance and other termination benefit packages are based on established benefit arrangements or local statutory requirements and we recognized the contractual component of these benefits when payment was probable and could be reasonably estimated. The inventory adjustments include the impact of the Company discontinuing the sale of certain product SKUs and the impact of having proactively secured materials during the COVID-19 Period to meet accelerated demand during a challenging supply chain environment in the industry. Where demand has reduced, finished goods and raw materials, whose value exceeded the projected requirements to be used before reaching their expiration date, were written down to their realizable value. The Restructuring Plan also includes the closing of manufacturing facilities and production lines, which included inventory that could not be repurposed. Non-cash charges for accelerated depreciation were recognized on long-lived assets that were taken out of service before the end of their normal service due to the shutdown of manufacturing facilities and production lines, in which case depreciation estimates were revised to reflect the use of the assets over their shortened useful life. The restructuring accrual is included in accrued liabilities on the condensed consolidated balance sheets as of December 31, 2023 and the balance has been paid as of that date. Activity related to the Restructuring Plan for 2023 was as follows (amounts in thousands): Restructuring Costs Amounts Paid in 2023 Non-Cash Restructuring Items Restructuring Liability Severance & employee-related costs $ 3,725 $ ( 3,044 ) $ ( 217 ) $ 464 Inventory adjustments 23,588 — ( 23,588 ) — Accelerated depreciation 3,816 — ( 3,816 ) — Facility exit and other exit costs 1,071 ( 1,061 ) ( 10 ) — Total $ 32,200 $ ( 4,105 ) $ ( 27,631 ) $ 464 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 6. Leases The Company is a lessee under leases of manufacturing facilities, office spaces, machinery, certain office equipment and vehicles. A majority of the Company’s leases are operating leases with remaining lease terms between one month and 13 years. Finance leases are immaterial to the Company’s consolidated financial statements. The Company determines if an arrangement qualifies as a lease and what type of lease it is at inception. The Company elected the package of practical expedients permitted under the transition guidance within the new lease standard, which among other things, allowed it to continue to account for existing leases based on the historical lease classification. The Company also elected the practical expedients to combine lease and non-lease components and to exclude right of use assets and lease liabilities for leases with an initial term of 12 months or less from the balance sheet. Some of the lease agreements the Company enters into include Company options to either extend and/or early terminate the lease, the costs of which are included in the Company’s operating lease liabilities to the extent that such options are reasonably certain of being exercised. Leases with renewal options allow the Company to extend the lease term typically between 1 and 5 years per option, some of its leases have multiple options to extend. When determining if a renewal option is reasonably certain of being exercised, the Company considers several economic factors, including but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, underlying contractual obligations, or specific characteristics unique to that particular lease that would make it reasonably certain that the Company would exercise such options. As of December 31, 2023 and 2022, operating lease right of use assets wer e $ 115.5 m illion and $ 125.0 million, respectively and operating lease liabilities were $ 132.2 million and $ 138.3 million, respectively. The addition of FlexBiosys and Metenova in 2023 added 43,833 square feet to our leased properties and as a result of that and the expansion in Toulouse, France, the operating right of use asset balance increased $ 4.0 million in 2023, as compared to 2022. However, the consolidated right of use assets balance decreased due to the normal amortization of existing leases during 2023. The maturities of the Company’s operating lease liabilities as of December 31, 2023 are as follows (amounts in thousands): As of December 31, 2023 Amount 2024 $ 22,585 2025 25,645 2026 25,406 2027 23,944 2028 24,382 2029 and thereafter 79,435 Total future minimum lease payments (1) 201,397 Less lease incentives ( 9,765 ) Less amount of lease payment representing interest ( 32,595 ) Total operating lease liabilities $ 159,037 (1) The future minimum lease payments include obligations for leases not yet commenced of $ 26.8 million for manufacturing, office and warehouse facilities. These leases have terms of between 5 and 10 years and commence during the first quarter of 2024. Total operating lease liabilities included on the Company’s consolidated balance sheets are as follows (amounts in thousands): December 31, 2023 2022 Operating lease liability $ 5,631 $ 6,957 Operating lease liability, long-term 126,578 131,389 Minimum operating lease payments $ 132,209 $ 138,346 Lease expense for these leases is recognized on a straight-line basis over the lease term, with variable lease payments recognized in the period those payments are incurred. For the years ended December 31, 2023, 2022 and 2021, total lease cost is comprised of the following: For the Years Ended December 31, Lease Cost 2023 2022 2021 (Amounts in thousands) Operating lease cost $ 20,981 $ 17,833 $ 9,838 Variable operating lease cost 4,075 11,317 7,118 Lease cost $ 25,056 $ 29,150 $ 16,956 The following information represents supplemental disclosure for the consolidated statements of cash flows related to operating leases (amounts in thousands): For the Years Ended December 31, 2023 2022 2021 Operating lease cost $ ( 17,862 ) $ ( 13,757 ) $ ( 8,863 ) Most of the leases do not provide implicit interest rates and therefore the Company determines the discount rate based on its incremental borrowing rate. The incremental borrowing rate for the Company’s leases is determined based on lease term and currency in which the lease payments are made. The weighted average remaining lease term and the weighted average discount rate used to measure the Company’s operating lease liabilities as of December 31, 2023, were: Weighted average remaining lease term (years) 7.74 Weighted average discount rate 4.13 % |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Revenue Recognition | 7. Revenue Recognition The Company generates revenue from the sale of bioprocessing products, equipment devices, and related consumables used with these equipment devices to customers in the life science and biopharmaceutical industries. Under ASC 606, “Revenue from Contracts with Customers,” revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers. Disaggregation of Revenue Revenue for the years ended December 31, 2023, 2022 and 2021 was as follows: For the Years Ended December 31, 2023 2022 (Amounts in thousands) Product revenue $ 638,381 $ 801,183 Royalty and other income 383 353 Total revenue $ 638,764 $ 801,536 When disaggregating revenue, the Company considered all of the economic factors that may affect its revenues. Because its revenues are from bioprocessing customers, there are no differences in the nature, timing and uncertainty of the Company’s revenues and cash flows from any of its product lines. However, given that the Company’s revenues are generated in different geographic regions, factors such as regulatory and geopolitical factors within those regions could impact the nature, timing and uncertainty of the Company’s revenues and cash flows. Disaggregated revenue from contracts with customers by geographic region can be found in Note 2, “Summary of Significant Accounting Policies – Segment Reporting,” above. There was no revenue from customers that represented 10 % or more of the Company's total revenue for the year ended December 31, 2023 and 2022. Revenue from Pfizer Inc. was $ 68.3 million, or 10 %, of the Company's total revenue for the year ended December 31, 2021. Filtration Products The Company’s filtration products generate revenue through the sale of KrosFlo and ARTeSYN tangential flow filtration (“TFF”) systems, TangenX ® flat sheet (“FS") cassettes, Spectrum ® HF filters, membranes and modules, XCell ATF systems and related consumables. Supporting our systems, we also sell ProConnex ® Flow Path assemblies and custom silicone-based, single-use flow path assemblies and components from Metenova, FlexBiosys, BioFlex, Polymem, ARTeSYN Biosolutions Holdings Ireland Limited, NMS and EMT, seven acquisitions completed since 2020. The Company’s KrosFlo and ARTeSYN systems are used in the filtration, isolation, purification and concentration of biologics and diagnostic products. TFF is a rapid and efficient method for separation and purification of biomolecules that is widely used in laboratory, process development and process scale applications in biopharmaceutical manufacturing. Sales of large-scale systems generally include components and consumables as well as training and installation services at the request of the customer. Because the initial sale of components and consumables is necessary for the operation of the system, such items are combined with the systems as a single performance obligation. Training and installation services do not significantly modify or customize these systems and therefore represent a distinct performance obligation. The Company’s TangenX FS cassettes (SIUS, SIUS Gamma ® and PRO) are not highly interdependent on one another and are therefore considered distinct products that represent separate performance obligations. Product revenue from the sale of TangenX FS cassettes is generally recognized at a point in time upon transfer of control of the customer. The Company’s other filtration product offerings are not highly interdependent of one another and are therefore considered distinct products that represent separate performance obligations. Revenue on these products is generally recognized at a point in time upon transfer of control to the customer. The Company invoices the customer for the installation and training services in an amount that directly corresponds with the value to the customer of the Company’s performance to date; therefore, revenue recognized is based on the amount billable to the customer in accordance with the practical expedient under ASC 606-10-55-18. The Company also markets XCell ATF controllers, which are technologically advanced filtration devices used in upstream processes to continuously remove cellular metabolic waste products during the course of a fermentation run, freeing healthy cells to continue producing the biologic drug of interest. XCell ATF controllers are typically sold with consumables (i.e., tubing sets, metal stands) as well as training and installation services at the request of the customer. The controllers and consumables are considered distinct products and therefore represent separate performance obligations. First time purchasers of the controllers typically purchase a controller that is shipped with the tubing set(s) and metal stand(s). The training and installation services do not significantly modify or customize the XCell ATF controllers and therefore represent a distinct performance obligation. XCell ATF product revenue related to controllers and consumables is generally recognized at a point in time upon transfer of control to the customer. Chromatography Products The Company’s chromatography products include a number of products used in the downstream purification and quality control of biological drugs. The majority of chromatography revenue relates to the OPUS pre-packed chromatography column product line. OPUS columns are designed to be disposable following a production campaign. Each OPUS column is delivered pre-packaged with the customer’s choice of chromatography resin, which is either provided by the Company for the customer or is customer supplied. Chromatography product revenue is generally recognized at a point in time upon transfer of control to the customer and represents a single performance obligation. Process Analytics Products The process analytics franchise generates revenue primarily through the sale of the SoloVPE and FlowVPX slope spectroscopy systems, consumables and service. These products complement and support the Company’s existing filtration, chromatography and proteins franchises as they allow end-users to make in-line protein concentration measurements in filtration, chromatography and fill-finish applications, designed to allow for real-time process management. Process analytics product revenue is generally recognized at a point in time upon transfer of control to the customer. Protein Products The Company’s protein franchise generates revenue primarily through the sale of Protein A affinity ligands and growth factors. Protein A ligands are an essential component of Protein A chromatography resins (media) used in the purification of virtually all mAb-based drugs on the market or in development. The Company manufactures multiple forms of Protein A ligands under long-term supply agreements with major life sciences companies, who in turn sell their Protein A chromatography media to end users (biopharmaceutical manufacturers). The Company also manufactures growth factors for sale under long-term supply agreements with certain life sciences companies as well as for direct sales to its customers. Each protein product is considered distinct and therefore represents a separate performance obligation. Protein product revenue is generally recognized at a point in time upon transfer of control to the customer. In 2021, the Company completed the Avitide Acquisition and added its diverse libraries and leading technology in affinity ligand discovery and development to its proteins franchise. The acquisition gives the Company a new platform for affinity resin development, including C>, and advances and expands the Company’s proteins and chromatography franchises to address the unique purification needs of gene therapies and other emerging modalities. Other Products The Company’s other products include operating room products sold to hospitals. Other product revenue is generally recognized at a point in time upon transfer of control to the customer. Transaction Price Allocated to Future Performance Obligations Remaining performance obligations represent the transaction price of contracts for which work has not been performed or has been partially performed. The Company’s future performance obligations relate primarily to the installation and training of certain of its systems sold to customers. These performance obligations are completed within one year of receipt of a purchase order from its customers. Accordingly, the Company has elected to not disclose the value of these unsatisfied performance obligations as provided under ASC 606-10-50-14. Contract Balances from Contracts with Customers The following table provides information about receivables and deferred revenue from contracts with customers as of December 31, 2023 (amounts in thousands): December 31, December 31, 2023 2022 Balances from contracts with customers only: Accounts receivable $ 124,161 $ 116,247 Deferred revenue (included in accrued liabilities and $ 10,755 $ 19,631 Revenue recognized during periods presented relating to: The beginning deferred revenue balance $ 18,751 $ 13,390 The timing of revenue recognition, billings and cash collections results in the accounts receivable and deferred revenue balances on the Company’s consolidated balance sheets. A contract asset is created when the Company satisfies a performance obligation by transferring a promised good to the customer. Contract assets may represent conditional or unconditional rights to consideration. The right is conditional and recorded as a contract asset if the Company must first satisfy another performance obligation in the contract before it is entitled to payment from the customer. Contract assets are transferred to billed receivables once the right becomes unconditional. If the Company has the unconditional right to receive consideration from the customer, the contract asset is accounted for as a billed receivable and presented separately from other contract assets. A right is unconditional if nothing other than the passage of time is required before payment of that consideration is due. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met. Costs to Obtain or Fulfill a Customer Contract The Company’s sales commission structure is based on achieving revenue targets. The commissions are driven by revenue derived from customer purchase orders which are short term in nature. Applying the practical expedient in paragraph 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general, and administrative expenses in our consolidated statements of comprehensive income. When shipping and handling costs are incurred after a customer obtains control of the products, the Company accounts for these as costs to fulfill the promise and not as a separate performance obligation. |
Credit Losses
Credit Losses | 12 Months Ended |
Dec. 31, 2023 | |
Credit Loss [Abstract] | |
Credit Losses | 8. Credit Losses The Company is exposed to credit losses primarily through sales of products and services. The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade accounts receivable. Customers are pooled based on sharing specific risk factors, including geographic location. Due to the short-term nature of such receivables, the estimated accounts receivable that may not be collected is based on aging of the accounts receivable balances. Customers are assessed for credit worthiness upfront through a credit review, which includes assessment based on the Company’s analysis of their financial statements when a credit rating is not available. The Company evaluates contract terms and conditions, country and political risk, and may require prepayment to mitigate risk of loss. Specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company monitors changes to the receivables balance on a timely basis, and balances are written off as they are determined to be uncollectible after all collection efforts have been exhausted. Estimates of potential credit losses are used to determine the allowance. It is based on assessment of anticipated payment and all other historical, current and future information that is reasonably available. The accounts receivable balance on the Company’s consolidated balance sheets as of December 31, 2023 was $ 124.2 million, net o f $ 2.1 million of allowances. The following table provides a roll-forward of the allowance for credit losses in 2023 and 2022 that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected (amounts in thousands): For the Years Ended December 31, 2023 2022 Balance of allowance for credit losses, beginning of period $ ( 1,365 ) $ ( 1,417 ) Current period change for write-offs 82 126 Current period change for expected credit losses ( 839 ) ( 74 ) Balance of allowance for credit losses, end of period $ ( 2,122 ) $ ( 1,365 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 9. Goodwill and Intangible Assets Goodwill Goodwill represents the difference between the purchase price and the estimated fair value of identifiable assets acquired and liabilities assumed. Goodwill acquired in a business combination and determined to have an indefinite useful life is not amortized, but instead is tested for impairment at least annually in accordance with ASC 350. The following table represents the changes in the carrying value of goodwill for the years ended December 31, 2023 and 2022 (amounts in thousands): Balance as of December 31, 2021 $ 860,362 Measurement period adjustment - BioFlex ( 346 ) Measurement period adjustment - Avitide ( 1,768 ) Cumulative translation adjustment ( 2,735 ) Balance as of December 31, 2022 $ 855,513 Acquisition of FlexBiosys, Inc. 14,321 Acquisition of Metenova Holding AB 115,778 Cumulative translation adjustment 1,508 Balance as of December 31, 2023 $ 987,120 During each of the fourth quarters of 2023, 2022 and 2021, the Company completed its annual impairment assessments and concluded that goodwill was not impaired in any of those years. Intangible Assets Intangible assets with a definitive life are amortized over their useful lives using the straight-line method, and the amortization expense is recorded within cost of product revenue and selling, general and administrative expense in the Company’s consolidated statements of comprehensive income. Intangible assets and their related useful lives are reviewed at least annually to determine if any adverse conditions existed that would indicate the carrying value of these assets may not be recoverable. More frequent impairment assessments are conducted if certain conditions exist, including a change in the competitive landscape, any internal decisions to pursue new or different technology strategies, a loss of a significant customer, or a significant change in the marketplace, including changes in the prices paid for the Company’s products or changes in the size of the market for the Company’s products. If impairment indicators are present, the Company determines whether the underlying intangible asset is recoverable through estimated future undiscounted cash flows. If the asset is not found to be recoverable, it is written down to the estimated fair value of the asset based on the sum of the future discounted cash flows expected to result from the use and disposition of the asset. If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. The Company continues to believe that its definite-lived intangible assets are recoverable at December 31, 2023. Indefinite-lived intangible assets are tested for impairment at least annually. There has been no impairment of our intangible assets for the periods presented. Intangible assets, net consisted of the following at December 31, 2023: December 31, 2023 Gross Accumulated Net Weighted (Amounts in thousands) Finite-lived intangible assets: Technology - developed $ 249,594 $ ( 44,162 ) $ 205,432 16 Patents 240 ( 240 ) — 8 Customer relationships 269,949 ( 83,963 ) 185,986 15 Trademarks 8,757 ( 1,789 ) 6,968 19 Other intangibles 3,914 ( 2,514 ) 1,400 3 Total finite-lived intangible assets 532,454 ( 132,668 ) 399,786 15 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 533,154 $ ( 132,668 ) $ 400,486 Intangible assets consisted of the following at December 31, 2022: December 31, 2022 Gross Accumulated Net Weighted (Amounts in thousands) Finite-lived intangible assets: Technology - developed $ 190,463 $ ( 30,992 ) $ 159,471 16 Patents 240 ( 240 ) — 8 Customer relationships 252,934 ( 66,559 ) 186,375 15 Trademarks 7,682 ( 1,319 ) 6,363 19 Other intangibles 2,811 ( 2,044 ) 767 4 Total finite-lived intangible assets 454,130 ( 101,154 ) 352,976 16 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 454,830 $ ( 101,154 ) $ 353,676 Amortization expense for finite-lived intangible assets was $ 31.1 million, $ 27.1 million and $ 22.1 million for the years ended December 31, 2023, 2022 and 2021 , respectively. As of December 31, 2023, the Company expects to record the following amortization expense (amounts in thousands): Estimated Amortization For the Years Ended December 31, Expense 2024 $ 34,314 2025 33,879 2026 33,524 2027 33,421 2028 32,689 2029 and thereafter 231,959 Total $ 399,786 |
Consolidated Balance Sheet Deta
Consolidated Balance Sheet Detail | 12 Months Ended |
Dec. 31, 2023 | |
Consolidated Balance Sheet Detail | 10. Consolidated Balance Sheet Detail Inventories, net Inventories, net consists of the following: December 31, 2023 2022 (Amounts in thousands) Raw materials $ 123,598 $ 149,438 Work-in-process 4,492 6,183 Finished products 74,231 82,656 Total inventories, net $ 202,321 $ 238,277 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: December 31, 2023 2022 (Amounts in thousands) Equipment maintenance and services $ 6,605 $ 7,135 Prepaid income taxes 10,229 519 Prepaid insurance 3,087 1,909 Other 13,317 10,274 Total prepaid expenses and other current assets $ 33,238 $ 19,837 Property, Plant and Equipment Property, plant and equipment consist of the following: December 31, 2023 2022 (Amounts in thousands) Land $ 992 $ 1,003 Buildings 1,667 1,599 Leasehold improvements 126,663 115,672 Equipment 114,606 94,613 Furniture, fixtures and office equipment 9,077 8,307 Computer hardware and software 35,528 29,813 Construction in progress 47,086 31,553 Other 544 420 Total property, plant and equipment 336,163 282,980 Less - Accumulated depreciation ( 128,723 ) ( 92,307 ) Total property, plant and equipment, net $ 207,440 $ 190,673 Depreciation expense totaled $ 37.0 million, $ 23.9 million and $ 16.4 million in the fiscal years ended December 31, 2023, 2022 and 2021, respectively. Accrued Liabilities Accrued liabilities consist of the following: December 31, 2023 2022 (Amounts in thousands) Employee compensation $ 16,660 $ 33,522 Deferred revenue 10,287 19,283 Income taxes payable 6,814 2,459 Other 16,772 15,856 Total accrued liabilities $ 50,533 $ 71,120 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | 11. Income Taxes The components of income before income taxes are as follows: For the Years Ended December 31, 2023 2022 2021 (Amounts in thousands) Domestic $ ( 17,601 ) $ 153,446 $ 81,984 Foreign 81,733 65,694 71,559 Income before income taxes $ 64,132 $ 219,140 $ 153,543 The components of the income tax provision are as follows: For the Years Ended December 31, 2023 2022 2021 (Amounts in thousands) Components of the income tax provision: Current $ 20,238 $ 34,800 $ 20,166 Deferred 2,317 ( 1,619 ) 5,086 Total $ 22,555 $ 33,181 $ 25,252 Jurisdictional components of the income tax provision: Federal $ 3,512 $ 17,662 $ 8,321 State 142 1,381 1,251 Foreign 18,901 14,138 15,680 Total $ 22,555 $ 33,181 $ 25,252 At December 31, 2023 , the Company had federal net operating loss carryforwards of $ 31.1 million, state net operating loss carryforwards of $ 1.5 million, and foreign net operating loss carryforwards of $ 4.9 million. The state net operating loss carryforwards will expire at various dates through 2043 , while the federal and foreign net operating loss carryforwards have unlimited carryforward periods and do not expire. At December 31, 2023 , the Company had federal and state business tax credits carryforwards of $ 5.0 million available to reduce future federal and state income taxes. The business tax credit carryforwards will expire at various dates through 2043. The net operating loss and business tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and may be limited in the event of certain changes in the ownership interest of significant shareholders. The components of deferred income taxes are as follows: December 31, 2023 2022 (Amounts in thousands) Deferred tax assets: Stock-based compensation expense $ 5,120 $ 5,323 Operating leases 30,727 31,564 Capitalized research and development 17,568 9,102 Inventory 10,131 5,983 Net operating loss carryforwards 7,578 9,808 Business tax credit carryforwards 4,697 2,639 Other 5,314 4,440 Total deferred tax assets 81,135 68,859 Less: valuation allowance ( 20 ) ( 19 ) Net deferred tax assets 81,115 68,840 Deferred tax liabilities: Fixed assets ( 17,716 ) ( 18,965 ) Acquired intangible assets ( 56,956 ) ( 43,549 ) Operating lease right of use assets ( 26,373 ) ( 28,486 ) Debt discount ( 19,006 ) — Total deferred tax liabilities ( 120,051 ) ( 91,000 ) Total net deferred tax liabilities $ ( 38,936 ) $ ( 22,160 ) The net change in the total valuation allowance for the year ended December 31, 2023 and 2022 was an increase of approximately $ 1,000 and a decrease of approximately $ 0.7 million, respectively. The reconciliation of the federal statutory rate to the effective income tax rate for the years ended December 31, 2023, 2022 and 2021 is as follows: For the Years Ended December 31, 2023 2022 2021 Amount % Amount % Amount % (Amounts in thousands, except percentages) Income before income taxes $ 64,132 $ 219,140 $ 153,543 Expected tax at statutory rate 13,469 21.0 % 46,020 21.0 % 32,247 21.0 % Adjustments due to: Difference between U.S. and foreign tax 1,084 1.7 % 1,024 0.5 % 530 0.3 % State income taxes 1,387 2.2 % 3,509 1.6 % 1,462 1.0 % Business tax credits ( 4,522 ) ( 7.1 %) ( 5,139 ) ( 2.3 %) ( 2,239 ) ( 1.5 %) Stock-based compensation expense ( 2,461 ) ( 3.8 %) ( 5,638 ) ( 2.6 %) ( 9,049 ) ( 5.9 %) U.S. taxation of foreign earnings 343 0.5 % 83 0.0 % 30 0.0 % Foreign-derived intangible income ( 88 ) ( 0.1 %) ( 5,042 ) ( 2.3 %) ( 2,547 ) ( 1.7 %) Executive compensation 3,084 4.8 % 5,441 2.5 % 3,397 2.2 % Contingent consideration ( 6,412 ) ( 10.0 %) ( 6,033 ) ( 2.8 %) 1,232 0.8 % Loss on extinguishment of debt 2,634 4.1 % — 0.0 % — 0.0 % Debt discount 16,650 26.0 % — 0.0 % — 0.0 % Foreign exchange loss ( 2,288 ) ( 3.6 %) — 0.0 % — 0.0 % Uncertain tax provisions 165 0.3 % 234 0.1 % ( 443 ) ( 0.3 %) Change in valuation allowance — 0.0 % ( 688 ) ( 0.3 %) ( 48 ) ( 0.0 %) Return to provision adjustments ( 1,255 ) ( 2.0 %) ( 498 ) ( 0.2 %) ( 50 ) ( 0.0 %) Other 765 1.2 % ( 92 ) ( 0.0 %) 730 0.5 % Income tax provision $ 22,555 35.2 % $ 33,181 15.1 % $ 25,252 16.4 % The Company’s tax returns are subject to examination by federal, state and foreign tax authorities. The Company’s two major tax jurisdictions are subject to examination for the following periods: Jurisdiction Fiscal Years Subject to Examination United States - federal and state 2019 - 2023 Sweden 2018 - 2023 The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: For the Years Ended December 31, 2023 2022 (Amounts in thousands) Balance of gross unrecognized tax benefits, beginning of period $ 2,996 $ 2,786 Gross amounts of increases in unrecognized tax benefits as a result 178 146 Gross amounts of increases in unrecognized tax benefits as a result 53 64 Gross amounts of decreases due to release ( 88 ) — Balance of gross unrecognized tax benefits, end of period $ 3,139 $ 2,996 Included in the balance of unrecognized tax benefits as of December 31, 2023 , are $ 3.1 million of tax benefits that, if recognized, would affect the effective tax rate. The Company classifies interest and penalties related to income taxes as components of its income tax provision. In 2023, a net expense of approximately $ 15,000 , was recorded to the income tax provision related to interest and penalties while in 2022, a net expense of approximately $ 24,000 was recorded. The amount of interest and penalties recorded in the accompanying consolidated balance sheets was approximately $ 67,000 and $ 52,000 as of December 31, 2023 and 2022 , respectively. In the next twelve months, it is reasonably possible the Company will reduce its gross unrecognized tax benefits, excluding interest by up to $ 1.1 million due to expiring statutes of limitations. In 2021, the Organization of Economic Co-operation and Development announced an Inclusive Framework on Base Erosion and Profit Sharing with the goal of achieving consensus around substantial changes to international tax policies, including the implementation of a minimum global effective tax rate of 15 %. We continue to evaluate the impacts of enacted legislation and pending legislation in the tax jurisdictions in which we operate. While various countries have implemented the legislation as of January 1, 2024, we do not expect a resulting material change to our income tax provision for the 2024 fiscal year. As of December 31, 2023 , the Company has accumulated undistributed earnings generated by its foreign subsidiaries of approximately $ 212.4 million. Because $ 5.7 million of such earnings have previously been subject to the one-time transition tax on foreign earnings required by the Tax Cuts and Jobs Act enacted in December 2017, any additional taxes due with respect to such earnings or the excess of the amount for financial reporting over the tax basis of our foreign investments would generally be limited to foreign and state taxes. At December 31, 2023 , the Company has not provided for taxes on outside basis differences of its foreign subsidiaries as it is not practicable and the Company has the ability and intent to indefinitely reinvest the undistributed earnings of its foreign subsidiaries, and there are no needs for such earnings in the United States that would contradict its plan to indefinitely reinvest. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | 12. Stockholders’ Equity Share Repurchases In December 2023, the Board authorized and approved a stock repurchase of up to $ 25.0 million of the Company's common stock concurrent with the issuance of $ 600.0 million aggregate principal amount of its 2023 Notes. See Note 14, “ Convertible Senior Notes,” for more information on the issuance. The Company used $ 14.4 million of the proceeds from the issuance of the 2023 Notes to repurchase 92,090 shares at a price of $ 156.22 , including transaction costs, to offset the impact of dilution from the issuance of 2023 Notes and equity compensation programs as well as to reduce its outstanding share count. The Company has elected to retire the shares repurchased to date. Retired shares become part of the pool of authorized but unissued shares. The purchase price of the retired shares in excess of par value, including transaction costs, is recorded as a decrease to additional paid-in capital in the Company's consolidated balance sheets as of December 31, 2023. Stock Option and Incentive Plans At the Company’s 2018 Annual Meeting of Stockholders held on May 16, 2018, the Company’s shareholders approved the 2018 Stock Option and Incentive Plan (the “2018 Plan”). Under the 2018 Plan the number of shares of the Company’s common stock that are reserved and available for issuance shall be 2,778,000 plus the number of shares of common stock available for issuance under the Company’s Amended and Restated 2012 Stock Option and Incentive Plan (the “2012 Plan”). The shares of common stock underlying any awards under the 2018 Plan and 2012 Plan that are forfeited, canceled or otherwise terminated (other than by exercise) shall be added back to the shares of stock available for issuance under the 2018 Plan. At December 31, 2023, 1,671,408 shares were available for future grants under the 2018 Plan. Stock Issued for Earnout Payment In May 2023, the Company issued 42,621 shares of its common stock to former securityholders of Avitide to satisfy the contingent consideration obligation established under the Agreement and Plan of Merger and Reorganization (the “Avitide Agreement”) which the Company entered into as part of the Avitide Acquisition. See Note 4, “ Acquisitions” above for additional information on the Avitide Acquisition and the contingent consideration. The shares represent 50 % of the earnout consideration earned in the First Earnout Year (as defined in the Avitide Agreement). Stock-Based Compensation The Company recorded stock-based compensation expense of $ 25.6 million, $ 27.3 million and $ 27.5 million for the years ended December 31, 2023, 2022 and 2021 , respectively, for share-based awards granted under the Plans. The following table presents stock-based compensation expense in the Company’s consolidated statements of comprehensive income: For the Years Ended December 31, 2023 2022 2021 (Amounts in thousands) Cost of product revenue $ 1,933 $ 2,525 $ 2,021 Research and development 2,855 2,622 2,856 Selling, general and administrative 20,787 22,169 22,623 Total stock-based compensation $ 25,575 $ 27,316 $ 27,500 Stock Options The Company uses the Black-Scholes option pricing model to calculate the fair value of stock option awards on the grant date, and measures stock-based compensation costs of stock options at the grant date based on the estimated fair value of the award. The Company recognizes expense on awards with service-based vesting over the employee’s requisite service period on a straight-line basis. The Company recognizes stock-based compensation expense for options that are ultimately expected to vest, and accordingly, such compensation expense has been adjusted for estimated forfeitures. The fair value of stock option awards granted during the years ended December 31, 2023, 2022 and 2021 were calculated using the following estimated assumptions: For the Years Ended December 31, 2023 2022 2021 Expected term (in years) 5.14 - 6.5 5.5 - 6.5 5.5 - 6.5 Expected volatility (range) 44.78 - 46.58 % 41.44 - 43.96 % 44.57 - 45.27 % Risk-free interest rate 3.56 - 4.71 % 1.86 - 4.07 % 0.77 - 1.07 % Expected dividend yield 0 % 0 % 0 % Information regarding option activity for the year ended December 31, 2023, under the Plans is summarized below: Shares Weighted Weighted- Aggregate Options outstanding at December 31, 2022 609,965 $ 71.74 Granted 90,305 $ 168.22 Exercised ( 40,211 ) $ 26.76 Forfeited/expired/cancelled ( 10,929 ) $ 189.46 Options outstanding at December 31, 2023 649,130 $ 85.97 Options exercisable at December 31, 2023 364,443 $ 65.53 Vested and expected to vest at December 31, 2023 (1) 635,834 $ 85.49 5.59 $ 61,888 (1) Represents the number of vested options as of December 31, 2023 plus the number of unvested options expected to vest as of December 31, 2023, based on the unvested outstanding options at December 31, 2023 adjusted for estimated forfeiture rates of 8 % for awards granted to non-executive level employees and 3 % for awards granted to executive level employees. The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the closing price of the common stock on December 29, 2023, the last business day of 2023, of $ 179.80 per share and the exercise price of each in-the-money option) that would have been received by the option holders had all option holders exercised their options on December 31, 2023. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2023, 2022 and 2021 was $ 5.8 million, $ 14.1 million and $ 20.3 million, respectively. The weighted average grant date fair value of options granted during the years ended December 31, 2023, 2022 and 2021 was $ 84.37 , $ 87.40 and $ 88.01 , respectively. The total fair value of stock options that vested during the years ended December 31, 2023, 2022 and 2021 was $ 4.7 million, $ 3.1 million and $ 3.0 million, respectively. Stock Units The fair value of stock units is calculated using the closing price of the Company’s common stock on the date of grant. The Company recognizes expense on awards with service-based vesting over the employee's requisite service period on a straight-line basis. The Company recognizes expense on performance-based awards over the vesting period based on the probability that the performance metrics will be achieved. Information regarding stock unit activity, which includes activity for restricted stock units and performance stock units, for the year ended December 31, 2023 under the Plans is summarized below: Shares Weighted Average Unvested at December 31, 2022 531,034 $ 142.57 Awarded 212,338 $ 170.03 Vested ( 195,672 ) $ 124.58 Forfeited/cancelled ( 73,380 ) $ 177.81 Unvested at December 31, 2023 474,320 $ 155.59 Vested and expected to vest at December 31, 2023 (1) 413,249 $ 152.74 (1) Represents the number of vested stock units as of December 31, 2023, plus the number of unvested stock units expected to vest as of December 31, 2023, based on the unvested outstanding stock units at December 31, 2023 adjusted for estimated forfeiture rates of 8 % for awards granted to non-executive level employees and 3 % for awards granted to executive level employees. The aggregate intrinsic value of stock units vested during the years ended December 31, 2023, 2022 and 2021 was $ 35.7 million, $ 43.9 million and $ 46.5 million, respectively. The total fair value of stock units that vested during the years ended December 31, 2023, 2022 and 2021 was $ 26.2 million, $ 22.7 million and $ 13.9 million, respectively. As of December 31, 2023, there was $ 63.8 million of total unrecognized compensation cost related to unvested share-based awards. This cost is expected to be recognized over a weighted average remaining requisite service period of 2.84 years. The Company expects 2,185,873 unvested options and stock units to vest over the next five years . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies License Agreement On September 19, 2022, the Company entered into a 15-year exclusive License Agreement (the “Daylight Agreement”) with DRS Daylight Solutions, Inc. (“Daylight”), giving the Company exclusive license and commercialization rights to use certain technology and intellectual property subject to conditions set forth in the Daylight Agreement. The Company agreed to pay Daylight (i) an initial, one-time, non-refundable, non-creditable upfront cash payment and (ii) certain quarterly royalty payments. Pursuant to the Daylight Agreement, the Company obtains the exclusive, non-transferrable, right and license to use specifically in the field of bioprocessing, the Daylight intellectual property called Culpeo ® QCL-IR Liquid Analyzer (“Culpeo”), which is a compact, intelligent spectrometer that uses the power of quantum cascade lasers to analyze and identify chemicals. Under the Daylight Agreement, the Company assumes responsibility for the commercialization and sale of Culpeo, in addition to the ability to incorporate the intellectual property into optimized products over the term of the Daylight Agreement. Daylight will continue to sell the products in the specified fields of Aerospace and Defense. Collaboration Agreements The Company licenses certain technologies that are, or may be, incorporated into its technology under several agreements and also has entered into several clinical research agreements that require the Company to fund certain research projects. Generally, the license agreements require the Company to pay annual maintenance fees and royalties on product sales once a product has been established using the technologies. R&D expenses associated with license agreements were immaterial amounts for the years ended December 31, 2023, 2022 and 2021. In June 2018, the Company secured an agreement with Navigo Proteins GmbH (“Navigo”) for the exclusive co-development of multiple affinity ligands for which Repligen holds commercialization rights. The Company is manufacturing and supplying the first of these ligands, NGL-Impact ® , exclusively to Purolite, who is pairing the Company’s high-performance ligand with Purolite’s agarose jetting base bead technology used in their Jetted A50 Protein A resin product. The Company also signed a long-term supply agreement with Purolite for NGL-Impact and other potential additional affinity ligands that may advance from the Company’s Navigo collaboration. In September 2020, the Company and Navigo successfully completed co-development of an affinity ligand targeting the SARS-CoV-2 spike protein, to be utilized in the purification of vaccines for the COVID-19 pandemic, including emerging variants of the SARS-CoV-2 coronavirus. The Company has proceeded with scaling up and manufacturing this ligand and the development and validation of the related affinity chromatography resin, which is marketed by the Company. In September 2021, the Company and Navigo successfully completed co-development of a novel affinity ligand that addresses aggregation issues associated with pH sensitive antibodies and Fc-fusion proteins. The Company is manufacturing and supplying this ligand, NGL-Impact ® HipH, to Purolite. The Navigo and Purolite agreements are supportive of the Company’s strategy to secure and reinforce the Company’s proteins business. The Company made royalty payments to Navigo of $ 3.8 million, $ 2.6 million and $ 2.3 million in the years ended December 31, 2023, 2022 and 2021, respectively, in connection with this program, which are recorded to research and development expenses in the Company’s consolidated statements of comprehensive income. Purchase Orders, Supply Agreements and Other Contractual Obligations In the normal course of business, the Company has entered into purchase orders and other agreements with manufacturers, distributors and others. Outstanding obligations at December 31, 2023 of $ 34.3 million are expected to be completed within one year. Legal Proceedings From time to time, in the normal course of its operations, the Company is subject to litigation matters and claims relating to employee relations, business practices and patent infringement. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Company’s operations or its financial results. |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | 14. Convertible Senior Notes The carrying value of the Company’s convertible senior notes is as follows: December 31, December 31, (Amounts in thousands) 0.375% Convertible Senior Notes due 2024: Principal amount $ 69,700 $ 287,470 Unamortized debt issuance costs ( 248 ) ( 2,855 ) Carrying amount - Convertible Senior Notes due 2024, net $ 69,452 $ 284,615 1.00% Convertible Senior Notes due 2028: Principal amount $ 600,000 $ — Unamortized debt discount ( 81,457 ) — Unamortized debt issuance costs ( 8,400 ) — Carrying amount - Convertible Senior Notes due 2028, net $ 510,143 $ — 1.00% Convertible Senior Notes due 2028 On December 14, 2023, the Company issued $ 600.0 million aggregate principal amount of its 2023 Notes in the Exchange and Subscription Agreements with a limited number of holders of its outstanding 2019 Notes and certain other qualified institutional buyers pursuant to Rule 144A under the Securities Act. Pursuant to the Exchange and Subscription Agreements, the Company exchanged $ 217.7 million of its 2019 Notes, which were cancelled upon exchange, for $ 309.9 million aggregate principal amount of the 2023 Notes (the “Exchange Transaction”) and issued $ 290.1 million aggregate principal amount of the 2023 Notes in a private placement to accredited institutional buyers (the “Subscription Transactions”) for $ 290.1 million in cash. The Company evaluated the Exchange Transaction and determined approximately $ 29.6 million of the $ 217.7 million principal of the exchanged 2019 Notes should be accounted for as extinguishments of debt and approximately $ 188.1 million should be accounted for as modification of debt. As a result, we recognized a $ 12.7 million loss on extinguishment of debt in our consolidated statements of comprehensive income for the year ended December 31, 2023, inclusive of $ 0.1 million of unamortized debt issuance costs. Under modification accounting, the carrying amount of the modified 2019 Notes was reduced by $ 2.8 million, with a corresponding increase to additional paid-in capital, to account for the increase in the fair value of the embedded conversion option, representing a debt discount of the modified 2019 Notes. The aggregate debt discount of $ 82.1 million, comprised of $ 79.3 million increase in principal of the modified 2019 Notes and a $ 2.8 million increase in the fair value of the embedded conversion option, is as a direct reduction from the carrying value of the convertible debt on our consolidated balance sheets. This amount will be accreted into interest expense in the consolidated statements of comprehensive income using the effective interest method over the term of the 2023 Notes. Proceeds from the Subscription Transactions were $ 276.1 million, net of debt issuance costs of $ 14.0 million. The Exchange Transaction resulted in $ 6.2 million of the debt issuance costs related to the modified 2019 Notes, which were expensed as incurred in accordance with modification accounting, and $ 7.8 million of deferred debt issuance costs related to the 2023 Notes, which were recorded as a direct deduction to the carrying value of the 2023 Notes on the Company’s consolidated balance sheets. The Company will amortize the $ 7.8 million of debt issuance costs of the 2023 Notes into amortization of debt issuance costs in the Company’s consolidated statements of comprehensive income over the remaining term of the 2023 Notes. The carrying value of the 2023 Notes of $ 510.1 million is included in long-term debt on the Company's consolidated balance sheets as of December 31, 2023. The Company used $ 14.4 million of the proceeds from the Subscription Transactions to repurchase shares of its common stock from certain purchasers of the 2023 Notes. See Note 12, “Stockholders’ Equity - Share Repurchases” for additional information related to this repurchase. The Company will also use a portion of the proceeds to finance in part, the settlement upon conversion or repurchase of the remaining 2019 Notes at or prior to maturity. The remainder of the proceeds will be used for working capital and general corporate purposes, including to fund possible acquisitions of, or investments in, complementary businesses, products, services and technologies. The 2023 Notes are senior, unsecured obligations of the Company, and bear interest at a rate of 1.00 % per year. Interest is payable semi-annually in arrears on each June 15 and December 15, commencing on June 15, 2024 . The 2023 Notes will mature on December 15, 2028 , unless earlier redeemed, repurchased or converted. The initial conversion rate for the 2023 Notes is 4.9247 shares of the Company's common stock per $ 1,000 principal amount of 2023 Notes, which is equivalent to an initial conversion price of $ 203.06 per share and represents a 30 % premium over the last reported sale price of $ 156.20 per share on December 6, 2023, the date on which the 2023 Notes were priced. Prior to the close of business on the business day immediately preceding September 15, 2028, the 2023 Notes will be convertible at the options of the holders of 2023 Notes only upon the satisfaction of specified conditions and during certain periods into cash up to their principal amount, and into cash, shares of the Company's common stock or a combination thereof, at the Company's election, for the conversion value above the principal amount, if any. Thereafter until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2023 Notes will be convertible at the option of the holders of 2023 Notes at any time regardless of these conditions. The Company may redeem for cash, all or a portion of the 2023 Notes, at its option, on or after December 18, 2026 and prior to the 21st scheduled trading day immediately preceding the maturity date at a redemption price of 100 % of the principal amount of the 2023 Notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date, if certain conditions are met in accordance to the indenture governing the 2023 Notes (the “2023 Notes Indenture”). If the Company undergoes a “fundamental change” (as defined in the 2023 Notes Indenture), the holders of the 2023 Notes may require the Company to repurchase for cash all or part of their 2023 Notes at a purchase price equal to 100 % of the principal amount of the 2023 Notes to be repurchased, plus accrued and unpaid interest, if any, up to, but excluding, the fundamental change repurchase date. In addition, if certain “make-whole fundamental changes” (as defined in 2023 Notes Indenture) occur or the Company calls all or a portion of the 2023 Notes for redemption, the Company will, in certain circumstances, increase the conversion rate for any 2023 Notes converted in connection with such make-whole fundamental change or any 2023 Notes called for redemption that are converted during the related redemption period. Interest expense recognized on the 2023 Notes in 2023 wa s $ 0.2 million and $ 0.6 million for the contractual coupon interest and accretion of the debt discount, respectively. Amortization of debt issuance costs recorded in 2023 related to the 2023 Notes was $ 6.3 mill ion, which includes the $ 6.2 million of debt issuance costs recorded under modification accounting mentioned above and $ 0.1 million amortization of debt issuance costs related to the capitalized portion of the costs. The effective interest rate on the 2023 Notes is 4.39 %, which included the interest on the 2023 Notes and amortization of the debt discount and issuance costs. As of December 31, 2023, the carrying value of the 2023 Notes was $ 510.1 million and the fair value of the principal was $ 596.0 million. The fair value of the 2023 Notes was determined based on the most recent trade activity of the 2023 Notes as of December 31, 2023. The 2023 Notes Indenture contains customary terms and events of default. If an event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, the holders of at least 25 % in aggregate principal amount of the outstanding 2023 Notes may declare 100 % of the principal of, and any accrued and unpaid interest on, all of the 2023 Notes to be due and payable. Upon the occurrence of certain events of bankruptcy, insolvency or reorganization involving the Company, 100 % of the principal of and accrued and unpaid interest, if any, on all of the 2023 Notes will become due and payable automatically. Notwithstanding the foregoing, the 2023 Notes provide that, to the extent the Company elects and for up to 365 days, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants consist exclusively of the right to receive additional interest on the 2023 Notes. The Company is not aware of any events of default that would allow holders to declare the principal of, and any accrued and unpaid interest on, all of the 2023 Notes to be due and payable. 0.375% Convertible Senior Notes due 2024 T he Company issued $ 287.5 million aggregate principal amount of the 2019 Notes on July 19, 2019 in a transaction which included the underwriters’ exercise in full of an option to purchase an additional $ 37.5 million aggregate principal amount of 2019 Notes (the “Notes Offering”). The net proceeds of the Notes Offering, after deducting underwriting discounts and commissions and other related offering expenses payable by the Company, were approximately $ 278.5 million. Immediately following the closing of the Exchange Transaction mentioned above, $ 69.7 million in aggregate principal amount of the 2019 Notes remain outstanding. The 2019 Notes are senior, unsecured obligations of the Company, and bear interest at a rate of 0.375 % per year. Interest is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2020 . The remaining 2019 Notes will mature on July 15, 2024 , unless earlier repurchased or converted in accordance with their terms. The initial conversion rate for the 2019 Notes is 8.6749 shares of the Company’s common stock per $ 1,000 principal amount of 2019 Notes (which is equivalent to an initial conversion price of approximately $ 115.28 per share). Prior to the close of business on the business day immediately preceding April 15, 2024, the 2019 Notes will be convertible at the option of the holders of 2019 Notes only upon the satisfaction of specified conditions and during certain periods. Thereafter until the close of business on the second scheduled trading day immediately preceding the maturity date, the remaining 2019 Notes will be convertible at the options of the holders of 2019 Notes at any time regardless of these conditions. Prior to March 4, 2022, conversion of the 2019 Notes could have been settled in cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. On March 4, 2022, the Company entered into the Second Supplemental Indenture for the 2019 Notes, which irrevocably elected to settle the conversion of the 2019 Notes using a combination of cash and the Company’s common stock, settling the par value of the 2019 Notes in cash and any excess conversion premium in shares. The 2019 Notes are not redeemable by the Company prior to maturity. Holders of 2019 Notes may require the Company to repurchase their 2019 Notes upon the occurrence of a fundamental change prior to maturity at a repurchase price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase. In connection with certain corporate events, the Company will, under certain circumstances, increase the conversion rate for holders of 2019 Notes who elect to convert their 2019 Notes in connection with such corporate events. During the fourth quarter of 2023 , the closing price of the Company’s common stock exceeded 130 % of the conversion price of the 2019 Notes for more than 20 trading days of the last 30 consecutive trading days of the quarter. As a result, the 2019 Notes are convertible at the option of the holders of the 2019 Notes during the first quarter of 2024, the quarter immediately following the quarter when conditions are met, as stated in the terms of the 2019 Notes. These conditions have been met each quarter since the third quarter of 2020. As a result, as of the date of this filing and prior to the Exchange Transaction mentioned above, the Company received requests to convert $ 0.2 million aggregate principal amount of the 2019 Notes and all but $ 0.1 million of the requests have been settled as of December 31, 2023. The remaining outstanding requests for conversions will settle in the first quarter of 2024. The conversions resulted in the issuance of a nominal number of shares of the Company’s common stock to the note holders. Because the 2019 Notes mature within one year of the report date, the Company classifies the carrying value of the 2019 Notes of $ 69.5 million as current liabilities on the Company's consolidated balance sheets at December 31, 2023. Prior to the adoption of ASU 2020-06, the Company accounted for the 2019 Notes as a liability and equity component where the carrying value of the liability component was valued based on a similar debt instrument. In accounting for the issuance of the 2019 Notes, the Company separated the 2019 Notes into liability and equity components. The carrying value of the liability component was calculated as the present value of its cash flows using a discount rate of 4.5 % based on comparative convertible transactions for similar companies. The carrying value of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2019 Notes as a whole. The excess of the principal amount of the liability component over its carrying value amount, referred to as the debt discount, was amortized to interest expense on our consolidated statements of comprehensive income over the five-year term of the 2019 Notes. The equity component was not re-measured as long as it continued to meet the conditions for equity classification. The equity component related to the 2019 Notes recorded at issuance was $ 52.1 million, which was recorded in additional paid-in capital on the Company's consolidated balance sheets. In accounting for the transaction costs related to the issuance of the 2019 Notes, the Company allocated the total costs incurred to the liability and equity components of the 2019 Notes using the same proportions as the initial carrying value of the 2019 Notes. Transaction costs related to the liability component were $ 7.4 million and are amortized to interest expense using the effective interest method over the five-year term of the 2019 Notes. Transaction costs attributable to the equity component were $ 1.6 million and are netted with the equity component of the 2019 Notes in stockholders' equity of the Company's consolidated balance sheets. Additionally, the Company recorded a net deferred tax liability of $ 11.4 million. Effective January 1, 2022, the Company adopted ASU 2020-06. After adoption, the Company now accounts for the 2019 Notes, and any convertible debt issued going forward, as a single liability measured at amortized cost. As the equity component is no longer required to be split into a separate component, the Company recorded a net adjustment for the initial $ 50.4 million that was allocated to additional paid-in capital and $ 22.9 million of life-to-date interest expense recorded as amortization of debt discount. Additionally, the net deferred tax liability recorded for the 2019 Notes was reversed. The principal amount of the liability over its carrying amount is amortized to interest expense over the five-year term of the 2019 Notes. Since the 2019 Notes are classified as a single liability, there is no debt discount required to be amortized in 2022. Contractual coupon interest expense related to the 2019 Notes was $ 1.0 million in 2023 and the Company recorded $ 1.8 mill ion of amortization of the debt issuance costs related to the 2019 Notes as well. The effective interest rate on the 2019 Notes is 1.02 %, which included the interest on the 2019 Notes and amortization of the debt issuance costs. As of December 31, 2023, the carrying value of the 2019 Notes was $ 69.5 million and the fair value of the principal was $ 109.8 million. The fair value of the 2019 Notes was determined based on the most recent trade activity of the 2019 Notes as of December 31, 2023. The indenture governing the 2019 Notes contains customary terms and events of default. If an event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, the holders of at least 25 % in aggregate principal amount of the outstanding 2019 Notes may declare 100 % of the principal of, and any accrued and unpaid interest on, all of the 2019 Notes to be due and payable. Upon the occurrence of certain events of bankruptcy, insolvency or reorganization involving the Company, 100 % of the principal of and accrued and unpaid interest, if any, on all of the 2019 Notes will become due and payable automatically. Notwithstanding the foregoing, the 2019 Notes provide that, to the extent the Company elects and for up to 360 days, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants consist exclusively of the right to receive additional interest on the 2019 Notes. The Company is not aware of any events of default, current events or market conditions that would allow holders to declare the principal of, and any accrued and unpaid interest on, all of 2019 Notes to be due and payable. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Employee Benefit Plans | 15. Employee Benefit Plans In the United States, the Repligen Corporation 401(k) Savings and Retirement Plan (the “401(k) Plan”) is a qualified defined contribution plan in accordance with Section 401(k) of the Internal Revenue Code. All U.S. employees over the age of 21 are eligible to make pre-tax contributions up to a specified percentage of their compensation. Under the 401(k) Plan, the Company may, but is not obligated to match a portion of the employees’ contributions up to a defined maximum. The match is calculated on a calendar year basis. The Company matched $ 3.0 million, $ 2.7 million and $ 1.8 million in the years ended December 31, 2023, 2022 and 2021, respectively. In Sweden, the Company contributes to a government-mandated occupational pension plan that is a qualified defined contribution plan. All employees in Sweden are eligible for this pension plan. The Company pays premiums to a third-party occupational pension specialist who administers the pension plan. These premiums are based on various factors including each employee’s age, salary, employment history and selected benefits in the pension plan. When an employee terminates or retires, these premium payments cease for that employee and the Company has no further pension-related obligations for that employee. The Company contributed $ 1.0 million, $ 1.1 million and $1 .0 million, respectively to the defined contribution plan for the years ended December 31, 2023, 2022 and 2021 . |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions | 16. Related Party Transactions Certain facilities leased by Spectrum LifeSciences LLC (“Spectrum”) are owned by the Roy Eddleman Living Trust (the “Trust”). As of December 31, 2023 , the Trust owned greater than 5 % of the Company's outstanding shares. Therefore, the Company considers the Trust to be a related party. The lease amounts paid to the Trust prior to the public offering were negotiated in connection with the acquisition of Spectrum. The Company incurred rent expense related to these leases totaling $ 0.7 million for the years ended December 31, 2023, 2022 and 2021 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions by management affect the Company’s revenue recognition for multiple element arrangements, allowance for credit losses, the net realizable value of inventory, valuations and purchase price allocations related to business combinations, contingent consideration, estimated fair values of intangible assets and goodwill, amortization methods and periods, warranty reserves, certain accrued expenses, estimates related to the fair value of the conversion features of the convertible notes for purposes of assessing whether debt extinguishment or modification accounting applies to the Company’s debt exchange, stock-based compensation, tax reserves and recoverability of the Company’s net deferred tax assets and related valuation allowance. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. |
Basis of presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior year balances have changed to reflect current year presentation. |
Foreign Currency | Foreign Currency The Company translates the assets and liabilities of its foreign subsidiary at rates in effect at the end of the reporting period. Revenues and expenses are translated at average rates in effect during the reporting period. Translation adjustments include adjustments related to the Company’s various intercompany loans with foreign subsidiaries. Intercompany loans determined to be permanent are remeasured at each period end and included in accumulated other comprehensive loss on the consolidated balance sheets. Intercompany loans with foreign subsidiaries determined to be repayable are remeasured at each period end and included in other income (expenses) on the consolidated statements of comprehensive income. |
Revenue Recognition | Revenue Recognition The Company generates revenue from the sale of bioprocessing products, equipment devices, and related consumables used with these equipment devices to customers in the life sciences and biopharmaceutical industries. Under Accounting Standard Codification No. (“ASC”) 606, “ Revenue from Contracts with Customers,” revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method or the most likely amount method, depending on the facts and circumstances relative to the contract. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component as of December 31, 2023. Contracts with customers may contain multiple performance obligations. For such arrangements, the transaction price is allocated to each performance obligation based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. The Company recognizes product revenue under the terms of each customer agreement upon transfer of control to the customer, which occurs at a point in time. Shipping and handling fees are recorded as a component of product revenue, with the associated costs recorded as a component of cost of product revenue. |
Risks and Uncertainties | Risks and Uncertainties The Company evaluates its operations periodically to determine if any risks and uncertainties exist that could impact its operations in the near term. The Company does not believe that there are any significant risks that have not already been disclosed in the consolidated financial statements. A loss of certain suppliers could temporarily disrupt operations, although alternate sources of supply exist for these items. The Company has mitigated these risks by working closely with key suppliers, identifying alternate sources and developing contingency plans. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash on hand and on deposit. Highly liquid investments in money market mutual funds with an original maturity of three months or less are classified as cash equivalents. All cash equivalents are carried at cost, which approximates fair value. Restricted cash represents cash that is restricted as to withdrawal or usage. There was no restriction on the Company’s cash balance as of December 31, 2023 and 2022. The Company’s cash, cash equivalents and restricted cash total as presented in the Company’s consolidated statements of cash flows for the years ended December 31, 2023, 2022 and 2021 was $ 751.3 million, $ 523.5 million and $ 603.8 million, respectively. |
Investment Securities | Investment Securities We classify our investment securities in one of three categories: held to maturity, trading, or available for sale. Our investment portfolio at December 31, 2022 consisted of an investment in U.S. treasury bills classified as held to maturity which was included in the Company's consolidated balance sheets under marketable securities held to maturity. These marketable securities matured in June 2023 and there are no comparable investments as of December 31, 2023. Securities that we have the positive intent and ability to hold to maturity are classified as held to maturity and stated at amortized cost in the consolidated balance sheets. Management determines the appropriate classification of securities at the time of purchase based upon management's intent with regards to such investment and reevaluates such designation as of each balance sheet date. The Company's investment policy requires that it only invest in high-rated securities and limit its exposure to any single-user. There were no realized or unrealized gains or losses on investments recorded as of December 31, 2023, 2022 and 2021. The Company classifies marketable securities as short-term when they have remaining contractual maturities of one year or less from the balance sheet date. The Company periodically assesses its marketable securities, if any, for impairment or credit losses. |
Fair Value Measurement | Fair Value Measurement In determining the fair value of its assets and liabilities, the Company uses various valuation approaches. The Company employs a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 – Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The availability of observable inputs can vary among the various types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the overall fair value measurement. |
Allowance for credit losses | Allowance for credit losses We establish an allowance for credit losses through a review of several factors, including historical collection experience, current aging status of the customer accounts, and current financial condition of our customers. Losses are charged against the allowance when the customer accounts are determined to be uncollectible. |
Inventories | Inventories Inventories relate to the Company’s bioprocessing business. The Company values inventory at cost or, if lower, net realizable value, using the first-in, first-out method. The Company reviews its inventories at least quarterly and records a provision for excess and obsolete inventory based on its estimates of expected sales volume, production capacity and expiration dates of raw materials, work-in-process and finished products. The Company writes down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected requirements to cost of product revenue. Manufacturing of bioprocessing finished goods is done to order and tested for quality specifications prior to shipment. A change in the estimated timing or amount of demand for the Company’s products could result in additional provisions for excess inventory quantities on hand. Any significant unanticipated changes in demand or unexpected quality failures could have a significant impact on the value of inventory and reported operating results. During all periods presented in the accompanying consolidated financial statements, there have been no material adjustments related to a revised estimate of inventory valuations. Work-in-process and finished products inventories consist of material, labor, outside processing costs and manufacturing overhead. |
Lease Accounting | Lease Accounting The Company adopted Accounting Standards Update No. (“ASU”) 2016-02, “Leases (Topic 842) ” (“ASC 842”) as of January 1, 2019. Under ASC 842, the Company determines whether the arrangement contains a lease at the inception of an arrangement. If a lease is identified in an arrangement, the Company recognizes a right-of-use asset and liability on its consolidated balance sheets and determines whether the lease should be classified as a finance or operating lease. The Company does not recognize assets or liabilities for leases with lease terms of less than 12 months. A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of ownership of the leased asset to the Company by the end of the lease term, (ii) the Company holds an option to purchase the leased asset that it is reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset, (iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, or (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term. All other leases are recorded as operating leases. Finance and operating lease assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term using the discount rate implicit in the lease. If the rate implicit is not readily determinable, the Company utilizes its incremental borrowing rate at the lease commencement date. Operating lease assets are further adjusted for prepaid or accrued lease payments. Operating lease payments are expensed using the straight-line method as an operating expense over the lease term. Finance lease assets are amortized to depreciation expense using the straight-line method over the shorter of the useful life of the related asset or the lease term. Finance lease payments are bifurcated into (i) a portion that is recorded as imputed interest expense and (ii) a portion that reduces the finance liability associated with the lease. The Company does not separate lease and non-lease components when determining which lease payments to include in the calculation of its lease assets and liabilities. Variable lease payments are expensed as incurred. If a lease includes an option to extend or terminate the lease, the Company reflects the option in the lease term if it is reasonably certain it will exercise the option. Finance leases are recorded in property, plant and equipment, net, other current liabilities and long-term finance lease liabilities and operating leases are recorded in operating lease right of use assets, operating lease liability and operating lease liability, long-term on the Company’s consolidated balance sheets. Certain of the Company’s operating leases where the Company is the lessee provide for minimum annual payments that increase over the life of the lease. Some of these leases include obligations to pay for other services, such as operations and maintenance. For leases of property, the Company accounts for these other services as a component of the lease. The aggregate minimum annual payments are expensed on the straight-line basis beginning when the Company takes possession of the property and extending over the term of the related lease, including renewal options when the exercise of the option is reasonably certain as an economic penalty may be incurred if the option is not exercised. The Company also accounts in its straight-line computation for the effect of any “rental holidays.” Operating lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of the fixed lease payments, reduced by landlord incentives using a discount rate based on similarly secured borrowings available to the Company. Most of the leases do not provide implicit interest rates and therefore the Company determines the discount rate based on its incremental borrowing rate. The incremental borrowing rate for the Company’s leases is determined based on lease term and currency in which the lease payments are made. |
Accrued Liabilities | Accrued Liabilities The Company estimates accrued liabilities by identifying services performed on the Company’s behalf, estimating the level of service performed and determining the associated cost incurred for such service as of each balance sheet date. For example, the Company would accrue for professional and consulting fees incurred with law firms, audit and accounting service providers and other third-party consultants. These expenses are determined by either requesting those service providers to estimate unbilled services at each reporting date for services incurred or tracking costs incurred by service providers under fixed fee arrangements. The Company has processes in place to estimate the appropriate amounts to record for accrued liabilities, which principally involve the applicable personnel reviewing the services provided. In the event that the Company does not identify certain costs that have begun to be incurred or the Company under or over-estimates the level of services performed or the costs of such services, the reported expenses for that period may be too low or too high. The date on which certain services commence, the level of services performed on or before a given date, and the cost of such services often require the exercise of judgment. The Company makes these judgments based upon the facts and circumstances known at the date of the consolidated financial statements. |
Income Taxes | Income Taxes Deferred taxes are determined based on the difference between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are provided, if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The Company evaluates this tax position on a quarterly basis. The Company also accrues for potential interest and penalties related to unrecognized tax benefits in income tax expense. The Company is subject to a territorial tax system under the Tax Cuts and Jobs Act enacted in December 2017, in which the Company is required to provide for tax on Global Intangible Low-Taxed Income (“GILTI”) earned by certain foreign subsidiaries. The Company has adopted an accounting policy to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense. |
Property, Plant & Equipment | Property, Plant & Equipment Property, plant & equipment is recorded at cost less allowances for depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the asset as follows: Classification Estimated Useful Life Buildings Thirty years Leasehold improvements Shorter of the term of the lease or estimated useful life Equipment Three to twelve years Furniture, fixtures and office equipment Three to eight years Computer hardware and software Three to seven years or estimated useful life Vehicles Five years Upon disposal of property, plant & equipment, the cost of the asset and the accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in our results of operations. Fully depreciated assets are not removed from the accounts until they are physically disposed of. Certain systems development costs related to the purchase, development and installation of computer software developed or obtained for internal use are capitalized and depreciated over the estimated useful life of the related project. Costs incurred prior to the development stage, as well as maintenance, training costs, and general and administrative expenses are expensed as incurred. |
Earnings Per Share | Earnings Per Share The Company reports earnings per share (“EPS”) in accordance with ASC 260, "Earnings Per Share," which establishes standards for computing and presenting EPS. Basic EPS is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income available to common shareholders by the weighted-average number of common shares and dilutive common share equivalents outstanding during the period. Potential common share equivalents consist of restricted stock awards (including performance stock units) and the incremental common shares issuable upon the exercise of stock options and warrants. Under the treasury stock method, unexercised “in-the-money” stock options are assumed to be exercised at the beginning of the period or at issuance, if later. The assumed proceeds are then used to purchase common shares at the average market price during the period. In periods when the Company has a net loss, stock awards are excluded from the calculation of earnings per share as their inclusion would have an antidilutive effect. A reconciliation of basic and diluted weighted average share outstanding is as follows: For the Years Ended December 31, 2023 2022 2021 (Amounts in thousands, except per share data) Numerator: Net income $ 41,577 $ 185,959 $ 128,291 Effect of dilutive securities: Charges associated with convertible debt instruments, net of tax — 387 — Numerator for diluted earnings per share - net income available to common stockholders after the effect of dilutive securities $ 41,577 $ 186,346 $ 128,291 Denominator: Weighted average shares used in computing net income per 55,720 55,460 55,015 Effect of dilutive shares: Options and stock units 457 608 915 Convertible senior notes (1) 181 1,360 1,253 Contingent consideration 8 11 — Dilutive effect of unvested performance stock units 11 16 81 Dilutive potential common shares 657 1,995 2,249 Denominator for diluted earnings per share - adjusted weighted average shares used in computing net income per share - diluted 56,377 57,455 57,264 Earnings per share: Basic $ 0.75 $ 3.35 $ 2.33 Diluted $ 0.74 $ 3.24 $ 2.24 (1) Represents the dilutive impact for the Company's 0.375 % Convertible Senior Notes due 2024 (the “ 2019 Notes”) and its 1.00 % Convertible Senior Notes due 2028 (the “2023 Notes”). As of December 31, 2023, the if-converted value is less than the outstanding principal of the 2023 Notes and are therefore anti-dilutive. Refer to Note 14, “ Convertible Senior Notes,” for more information. For the years ended December 31, 2023, 2022 and 2021, 306,849 shares, 177,318 shares and 68,968 shares, respectively, of the Company’s common stock were excluded from the calculation of diluted earnings per share because they would have had an anti-dilutive effect for years presented. In July 2019, the Company issued $ 287.5 million aggregate principal amount of its 2019 Notes. As provided by the terms of the indenture underlying the 2019 Notes, prior to March 4, 2022, conversion of the 2019 Notes could have been settled in cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. On March 4, 2022, we entered into the Second Supplemental Indenture for the 2019 Notes, which irrevocably elected to settle the conversion of the 2019 Notes using a combination of cash and shares of the Company's common stock, settling the par value of the 2019 Notes in cash and any excess conversion premium in shares. On December 14, 2023, the Company exchanged, in a privately negotiated exchange, $ 309.9 million principal amount of 2023 Notes for $ 217.7 million principal amount of 2019 Notes and issued $ 290.1 million aggregate principal amount of 2023 Notes for $ 290.1 million in cash. Following the close of the Exchange Transaction, $ 69.7 million in aggregate principal amount of 2019 Notes remains outstanding with terms unchanged. As provided by the terms of the Second Supplemental Indenture underlying the 2019 Notes, the Company irrevocably elected to settle the conversion obligation for the 2019 Notes in a combination of cash and shares of the Company's common stock. This means the Company will settle the par value of the 2019 Notes in cash and any excess conversion premium in shares. As mentioned in Note 14, “ Convertible Senior Notes,” the Company adopted ASU 2020-06 effective January 1, 2022. Under ASU 2020-06, the Company is required to reflect the dilutive effect of the convertible securities by application of the “if-converted” method, which means the denominator of the EPS calculation would include the total number of shares assuming the 2019 Notes had been fully converted at the beginning of the period. Prior to March 4, 2022, the Company had the choice to settle the conversion of the 2019 Notes in cash, stock or a combination of the two. Therefore, from January 1, 2022 (the date the Company adopted ASU 2020-06) to March 4, 2022, the Company included 3,474,429 shares in the denominator of the EPS calculation, applying the if converted method. Subsequent to March 4, 2022, after the Second Supplemental Indenture became effective, the Company irrevocably elected to settle the conversion obligation for the 2019 Notes in a combination of cash and shares of the Company's common stock, and from March 5, 2022 forward, only the excess premium will be settled with shares. Under the if-converted method of calculating dilutive shares, the Company was also required to exclude amortization of debt issuance costs and interest charges applicable to the convertible debt from the numerator of the dilutive EPS calculation for the period from January 1, 2022 to March 4, 2022, as if the interest on convertible debt was never recognized for that period. As a result, the Company excluded interest charges of $ 0.4 million (net of tax) from the numerator and included 1,359,957 shares in the calculation of diluted earnings as the dilutive effect of the conversion premium for the year ended December 31, 2022. There were no comparable amounts included in 2023 or 2021. Prior to the adoption of ASU 2020-06, the Company applied the provisions of ASC 260, “ Earnings Per Share,” subsection 10-45-44, to determine the diluted weighted average shares outstanding as it related to the conversion spread on its convertible notes. Accordingly, the par value of the 2019 Notes was not included in the calculation of diluted EPS, but the dilutive effect of the conversion premium was considered in the calculation of diluted EPS using the treasury stock method. The dilutive impact of the 2019 Notes was based on the difference between the Company’s current period average stock price and the conversion price of the convertible notes, provided there is a premium. Pursuant to this accounting standard, there was no dilution from the accreted principal of the 2019 Notes. |
Segment Reporting | Segment Reporting Operating segments are components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the CODM in deciding how to allocate resources and assess performance. Our CEO has been identified as our CODM. The Company views its operations, makes decisions regarding how to allocate resources and manages its business as one reportable segment and one reporting unit. As a result, the financial information disclosed herein represents all of the material financial information related to the Company. The following table represents product revenues by product line: For the Years Ended December 31, 2023 (1) 2022 (Amounts in thousands) Filtration products $ 347,781 $ 495,930 Chromatography products 126,629 131,680 Process analytics products 56,820 53,512 Proteins products 103,463 114,320 Other 3,688 5,741 Total product revenue $ 638,381 $ 801,183 (1) 2023 revenue for filtration products includes revenue related to FlexBiosys, Inc. (“FlexBiosys”) from April 17, 2023, as well as Metenova Holding AB (“Metenova”) from October 2, 2023. (2) 2021 revenue for filtration products includes revenue related to Polymem S.A. (“Polymem”) from July 1, 2021, as well as BioFlex Solutions LLC (“BioFlex”) and Newton T&M Corp. (“NTM”) from December 16, 2021 through December 31, 2021. 2021 revenue for proteins products includes revenue related to Avitide, Inc. (“Avitide”) from September 20, 2021 through December 31, 2021. Revenue from filtration products includes the XCell ATF ® systems and consumables as well as the KrosFlo ® and SIUS ® filtration products. Revenue from chromatography products includes the OPUS ® chromatography pre-packed columns, chromatography resins and ELISA test kits. Revenue from process analytics products includes the SoloVPE ® , FlowVPE ® RPM ® and FlowVPX ® devices. Revenue from protein products includes the Protein A affinity ligands and cell culture growth factors. Other revenue primarily consists of revenue from the sale of operating room products to hospitals as well as freight revenue. The following table represents the Company’s total revenue by our country of domicile (the United States) and other countries where our major subsidiaries are domiciled for the periods presented (based on the location of the customer): For the Years Ended December 31, 2023 2022 2021 Revenue by customers' geographic locations: North America 44 % 43 % 41 % Europe 37 % 37 % 40 % APAC/Other 19 % 20 % 19 % Total revenue 100 % 100 % 100 % The following table represents the Company’s total assets by our country of domicile (the United States) and other countries where our major subsidiaries are domiciled for the periods presented: December 31, 2023 2022 (Amounts in thousands) Total assets by geographic locations: North America $ 2,371,208 $ 2,209,244 Europe 426,034 287,543 APAC 27,169 27,871 Total assets by geographic location $ 2,824,411 $ 2,524,658 The following table represents the Company’s long-lived assets by our country of domicile (the United States) and other countries where our major subsidiaries are domiciled for the periods presented: December 31, 2023 2022 (Amounts in thousands) Long-lived assets by geographic locations: North America $ 278,033 $ 275,151 Europe 43,280 38,541 APAC 2,919 2,819 Total long-lived assets by geographic location $ 324,232 $ 316,511 |
Concentrations of Credit Risk and Significant Customers | Concentrations of Credit Risk and Significant Customers Financial instruments that subject the Company to significant concentrations of credit risk primarily consist of cash and cash equivalents, marketable securities and accounts receivable. Per the Company’s investment policy, cash equivalents and marketable securities are invested in financial instruments with high credit ratings, limit its credit exposure to any one issuer (with the exception of U.S. treasury obligations) and type of instrument is limited. At December 31, 2023, the Company had no investments associated with foreign exchange contracts, options contracts or other foreign hedging arrangements. Concentration of credit risk with respect to accounts receivable is limited to customers to whom the Company makes significant sales. While a reserve for the potential write-off of accounts receivable is maintained, the Company has not written off any significant accounts to date. To control credit risk, the Company performs regular credit evaluations of its customers’ financial condition. There was no revenue from customers that represented 10 % or more of the Company's total revenue for the year ended December 31, 2023 or 2022. Revenue from Pfizer Inc. accounted for 10 % of total revenue for the year ended December 31, 2021. No accounts receivable balance from a specific customer represented 10 % or more of the Company's total trade accounts receivable at December 31, 2023 . Significant accounts receivable balances representing 10 % or more of the Company’s total trade accounts receivable balances at December 31, 2022 came from our accounts receivable balance outstanding with Purolite, an Ecolab Inc. company (“Purolite”), which was 12.7 % of the Company's total trade accounts receivable balance. |
Business Combinations, Goodwill and Intangible Assets | Business Combinations, Goodwill and Intangible Assets Business Combinations Total consideration transferred for acquisitions is allocated to the tangible and intangible assets acquired and liabilities assumed, if any, based on their fair values at the dates of acquisition. This purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets and deferred revenue. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management. Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as any contingent consideration, where applicable, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of comprehensive income. Any excess of the fair value of the net tangible and intangible assets acquired over the purchase price is recognized in the consolidated statements of comprehensive income. The fair value of contingent consideration includes estimates and judgments made by management regarding the probability that future contingent payments will be made and the extent of royalties to be earned in excess of the defined minimum royalties. Management updates these estimates and the related fair value of contingent consideration at each reporting period. These changes in the fair value of contingent consideration are recorded to contingent consideration in the Company’s consolidated statements of comprehensive income. For the years ended December 31, 2023 and 2022 , we recorded a decrease of $ ( 30.6 ) million and $ ( 28.7 ) million, respectively, to the estimated contingent consideration obligation, primarily related to the acquisition of Avitide (the “Avitide Acquisition”). The Company uses the income approach to determine the fair value of certain identifiable intangible assets including customer relationships and developed technology. This approach determines fair value by estimating after-tax cash flows attributable to these assets over their respective useful lives and then discounting these after-tax cash flows back to a present value. The Company bases its assumptions on estimates of future cash flows, expected growth rates, expected trends in technology, etc. Discount rates used to arrive at a present value as of the date of acquisition are based on the time value of money and certain industry-specific risk factors. The Company believes the estimated purchased customer relationships, developed technologies, trademark/tradename, patents, non-compete agreements and in-process research and development amounts so determined represent the fair value at the date of acquisition, and do not exceed the amount a third-party would pay for such assets. Goodwill Goodwill is not amortized and is tested for impairment at least annually at the reporting unit level. The Company operates as one reporting unit as of the goodwill impairment measurement date of December 31, 2023. During the qualitative assessment of the Company’s one reporting unit during the 2023 goodwill impairment testing, it was determined that it was not more likely than not that its fair value was less than its carrying amount. As such, a quantitative impairment assessment was not required as of December 31, 2023. If an event occurs or circumstances change that would more likely than not reduce the fair value of its reporting unit below its carrying value, the Company will evaluate its goodwill for impairment between annual tests. There was no impairment to goodwill and therefore no impairment charge recorded for the years ended December 31, 2023, 2022 and 2021. The Company has historically tested for impairment on its goodwill annually as of its measurement date of December 31st pursuant to company policy. Subsequent to the 2023 annual impairment test, the Company voluntarily changed its annual impairment assessment date from December 31st to October 1st, the first day of the Company's fourth quarter, beginning on October 1, 2024 . The change is being made to better align the annual impairment assessment date with the Company's annual planning and budgeting process as well as long-term planning and forecasting process. The Company has determined this voluntary change in accounting principle is preferable and will not impact its consolidated financial statements nor is it being done to accelerate, avoid or trigger an impairment charge. This change is not going to be applied retrospectively as it is impracticable to do so because retrospective application would require application of significant estimates and assumptions with the use of hindsight. Accordingly, the change will be applied prospectively. Intangible Assets Intangible assets with a definite life are amortized over their useful lives using the straight-line method and the amortization expense is recorded within cost of product revenue, research and development (“R&D”) and selling, general and administrative expense in the consolidated statements of comprehensive income. Intangible assets and their related useful lives are reviewed at least annually to determine if any adverse conditions existed that would indicate the carrying value of these assets may not be recoverable. More frequent impairment assessments are conducted if certain conditions exist, including a change in the competitive landscape, any internal decisions to pursue new or different technology strategies, a loss of a significant customer, or a significant change in the marketplace, including changes in the prices paid for the Company’s products or changes in the size of the market for the Company’s products. If impairment indicators are present, the Company determines whether the underlying intangible asset is recoverable through estimated future undiscounted cash flows. If the asset is not found to be recoverable, it is written down to the estimated fair value of the asset based on the sum of the future discounted cash flows expected to result from the use and disposition of the asset. If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. The Company continues to believe that its definite-lived intangible assets are recoverable at December 31, 2023. Indefinite-lived intangible assets are reviewed for impairment at least annually. There has been no impairment of our intangible assets for the periods presented. |
Stock Based Compensation | Stock Based Compensation The Company measures stock-based compensation cost at the grant date based on the estimated fair value of the award and recognizes it as an expense over the employee’s requisite service period on a straight-line basis. The Company records the expense for share-based awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates whether the achievement of a performance-based milestone is probable as of the reporting date. The Company has no awards that are subject to market conditions. The Company recognizes stock-based compensation expense based upon options that are ultimately expected to vest, and accordingly, such compensation expense has been adjusted by an amount of estimated forfeitures. The Company uses the Black-Scholes option pricing model to calculate the fair value of share-based awards on the grant date. The following assumptions are used in calculating the fair value of share-based awards: Expected term – The expected term of options granted represents the period of time for which the options are expected to be outstanding. For purposes of estimating the expected term, the Company has aggregated all individual option awards into one group as the Company does not expect substantial differences in exercise behavior among its employees. Expected volatility – The expected volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate during the expected term of options granted. The Company determines the expected volatility based primarily upon the historical volatility of the Company’s common stock over a period commensurate with the option’s expected term. Risk-free interest rate – The risk-free interest rate is the implied yield available on U.S. treasury zero-coupon issues with a remaining term equal to the option’s expected term on the grant date. Expected dividend yield – The Company has never declared or paid any cash dividends on any of its capital stock and does not expect to do so in the foreseeable future. Accordingly, the Company uses an expected dividend yield of zero to calculate the grant-date fair value of a stock option. Estimated forfeiture rates – The Company has applied, based on an analysis of its historical forfeitures, annual forfeiture rates of 8 % for awards granted to non-executive level employees, 3 % for awards granted to executive level employees and 0 % for awards granted to non-employee members of the Board of Directors (“Board”) to all unvested stock options as of December 31, 2023 . The Company reevaluates this analysis periodically and adjusts these estimated forfeiture rates as necessary. Ultimately, the Company will only recognize an expense for those shares that vest. |
Advertising Costs | Advertising Costs The Company expenses advertising costs as they are incurred. Advertising expense for the years ended December 31, 2023, 2022 and 2021 was $ 0.8 million, $ 0.6 million and $ 0.6 million, respectively. |
Recent Accounting Standards Updates | Recent Accounting Standards Updates We consider the applicability and impact of all ASUs and other accounting guidance on the Company’s consolidated financial statements. Updates not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s consolidated financial position or results of operations. Recently issued accounting guidance that we feel may be applicable to the Company are as follows: Recently Issued Accounting Guidance – Adopted During the Fiscal Year In July 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted the final rule under SEC Release No. 33-11216, “ Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure,” requiring current reporting about material cybersecurity incidents and annual disclosures on management’s processes for assessing, identifying, and managing material cybersecurity risks, the material impacts of cybersecurity threats and previous cybersecurity incidents, the Board's oversight of cybersecurity risks, and management’s role and expertise in assessing and managing material cybersecurity risks. SEC Release No. 33-11216 was effective for us during the third quarter of 2023. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and disclosures. In December 2022, the SEC adopted the final rule under SEC Release No. 33-11138, "Insider Trading Arrangements and Related Disclosures ," which requires new disclosures regarding insider trading policies and procedures, the use of Rule 10b5-1 plans by directors and officers, and stock option grants issued in close proximity to the release of material nonpublic information. SEC Release No. 33-11138 was effective for us for our second quarter of 2023, and did not have a material impact on our consolidated financial statements and disclosures. Recently Issued Accounting Guidance – Not Yet Adopted In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “ Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.” ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. ASU 2023-09 will be effective for the Company in its income tax disclosure included in its 2025 Annual Report on Form 10-K and will be applied on a prospective basis. However, retrospective application is permitted. Early adoption is also permitted. Besides a change in income tax disclosures, the Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, “S egment Reporting (Topic 820) - Improvements to Reportable Segment Disclosures.” ASU 2023-07 will improve reportable segment disclosure requirements, primarily through enhanced annual and interim disclosures about significant segment expenses that are regularly provided to the CODM. The disclosure required under ASU 2023-07 are also required for public entities with a single reportable segment. ASU 2023-07 will be effective for the Company for annual periods beginning on January 1, 2024 and interim periods beginning on January 1, 2025. The amendments of this guidance apply retrospectively to all prior periods presented in the consolidated financial statements. Early adoption is permitted. Besides presentation in the segment footnote for its interim reporting, the Company does not expect the adoption of ASU 2023-07 to have a material impact on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment | Property, plant & equipment is recorded at cost less allowances for depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the asset as follows: Classification Estimated Useful Life Buildings Thirty years Leasehold improvements Shorter of the term of the lease or estimated useful life Equipment Three to twelve years Furniture, fixtures and office equipment Three to eight years Computer hardware and software Three to seven years or estimated useful life Vehicles Five years |
Reconciliation of Basic and Diluted Shares Amounts | A reconciliation of basic and diluted weighted average share outstanding is as follows: For the Years Ended December 31, 2023 2022 2021 (Amounts in thousands, except per share data) Numerator: Net income $ 41,577 $ 185,959 $ 128,291 Effect of dilutive securities: Charges associated with convertible debt instruments, net of tax — 387 — Numerator for diluted earnings per share - net income available to common stockholders after the effect of dilutive securities $ 41,577 $ 186,346 $ 128,291 Denominator: Weighted average shares used in computing net income per 55,720 55,460 55,015 Effect of dilutive shares: Options and stock units 457 608 915 Convertible senior notes (1) 181 1,360 1,253 Contingent consideration 8 11 — Dilutive effect of unvested performance stock units 11 16 81 Dilutive potential common shares 657 1,995 2,249 Denominator for diluted earnings per share - adjusted weighted average shares used in computing net income per share - diluted 56,377 57,455 57,264 Earnings per share: Basic $ 0.75 $ 3.35 $ 2.33 Diluted $ 0.74 $ 3.24 $ 2.24 (1) Represents the dilutive impact for the Company's 0.375 % Convertible Senior Notes due 2024 (the “ 2019 Notes”) and its 1.00 % Convertible Senior Notes due 2028 (the “2023 Notes”). As of December 31, 2023, the if-converted value is less than the outstanding principal of the 2023 Notes and are therefore anti-dilutive. Refer to Note 14, “ Convertible Senior Notes,” for more information. |
Summary of Product Revenues by Product Line | The following table represents product revenues by product line: For the Years Ended December 31, 2023 (1) 2022 (Amounts in thousands) Filtration products $ 347,781 $ 495,930 Chromatography products 126,629 131,680 Process analytics products 56,820 53,512 Proteins products 103,463 114,320 Other 3,688 5,741 Total product revenue $ 638,381 $ 801,183 (1) 2023 revenue for filtration products includes revenue related to FlexBiosys, Inc. (“FlexBiosys”) from April 17, 2023, as well as Metenova Holding AB (“Metenova”) from October 2, 2023. (2) 2021 revenue for filtration products includes revenue related to Polymem S.A. (“Polymem”) from July 1, 2021, as well as BioFlex Solutions LLC (“BioFlex”) and Newton T&M Corp. (“NTM”) from December 16, 2021 through December 31, 2021. 2021 revenue for proteins products includes revenue related to Avitide, Inc. (“Avitide”) from September 20, 2021 through December 31, 2021. |
Total Assets by Geographic Area | The following table represents the Company’s total assets by our country of domicile (the United States) and other countries where our major subsidiaries are domiciled for the periods presented: December 31, 2023 2022 (Amounts in thousands) Total assets by geographic locations: North America $ 2,371,208 $ 2,209,244 Europe 426,034 287,543 APAC 27,169 27,871 Total assets by geographic location $ 2,824,411 $ 2,524,658 |
Long Lived Assets by Geographic Area | The following table represents the Company’s long-lived assets by our country of domicile (the United States) and other countries where our major subsidiaries are domiciled for the periods presented: December 31, 2023 2022 (Amounts in thousands) Long-lived assets by geographic locations: North America $ 278,033 $ 275,151 Europe 43,280 38,541 APAC 2,919 2,819 Total long-lived assets by geographic location $ 324,232 $ 316,511 |
Total Revenue | |
Percentage by Geographic Area or Significant Customers | The following table represents the Company’s total revenue by our country of domicile (the United States) and other countries where our major subsidiaries are domiciled for the periods presented (based on the location of the customer): For the Years Ended December 31, 2023 2022 2021 Revenue by customers' geographic locations: North America 44 % 43 % 41 % Europe 37 % 37 % 40 % APAC/Other 19 % 20 % 19 % Total revenue 100 % 100 % 100 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Cash, Cash Equivalents and Marketable Securities Held to Maturity | The following table summarizes the Company's cash, cash equivalents and marketable securities held to maturity as of December 31, 2023: As of December 31, 2023 Amortized Gross Gross Estimated Cash and cash equivalents: Cash and money market funds $ 751,323 $ — $ — $ 751,323 Total cash and cash equivalents $ 751,323 $ — $ — $ 751,323 As of December 31, 2022 Amortized Gross Gross Estimated Cash and cash equivalents: Cash and money market funds $ 523,458 $ — $ — $ 523,458 Total cash and cash equivalents 523,458 — — 523,458 Marketable securities held to maturity: U.S. treasury bills - short-term 100,299 24 — 100,323 Total cash, cash equivalents and marketable securities $ 623,757 $ 24 $ — $ 623,781 |
Schedule of Amortized Cost and Fair Value Held to Maturity Securities by Contractual Maturity | The amortized cost and fair value of the Company's held to maturity securities by contractual maturity at December 31, 2022 are summarized below. There were no comparable investments as of December 31, 2023: December 31, 2022 Amortized Estimated Maturity of one year or less $ 100,299 $ 100,323 Total $ 100,299 $ 100,323 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Financial assets and financial liabilities measured at fair value on a recurring basis consist of the following as of December 31, 2023 and 2022: As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ 658,574 $ — $ — $ 658,574 Liabilities: Short-term contingent consideration $ — $ — $ 12,983 $ 12,983 Long-term contingent consideration $ — $ — $ 14,070 $ 14,070 As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ 343,929 $ — $ — $ 343,929 Liabilities: Short-term contingent consideration $ — $ — $ 13,950 $ 13,950 Long-term contingent consideration $ — $ — $ 51,559 $ 51,559 |
Schedule of Reconciliation of the Change in the Fair Value of Contingent Consideration - Earnout | A reconciliation of the change in fair value of contingent consideration – earnout is included in the following table (amounts in thousands): Balance at December 31, 2022 $ 65,509 Acquisition date fair value of contingent consideration earnouts 6,640 Payment of contingent consideration earnouts ( 14,527 ) Decrease in fair value of contingent consideration earnouts ( 30,569 ) Balance at December 31, 2023 $ 27,053 |
Schedule of Contingent Consideration Earnout Expect to be Required to Settle Include Significant Unobservable Inputs | The recurring Level 3 fair value measurement of our contingent consideration – earnout that we expect to be required to settle our 2023, 2024 and 2025 contingent consideration obligation for Avitide, FlexBiosys and Metenova include the following significant unobservable inputs (amounts in thousands, except percent data): Contingent Consideration Earnout Fair Value as of Valuation Technique Unobservable Input Range Weighted Average (1) Probability of Success 100 % 100 % Commercialization-based payments $ 20,094 Monte Carlo Earnout Discount Rate 5.8 %- 5.9 % 5.9 % Volatility 12.5 %- 24.6 % 21.9 % Revenue and Volume- $ 1,454 Monte Carlo Revenue & Volume 2.5 %- 9.3 % 8.3 % Earnout Discount Rate 5.8 %- 7.2 % 6.1 % Probability of 100 % 100 % Manufacturing line expansions $ 5,505 Probability-weighted present value Earnout Discount Rate 6.1 %- 6.4 % 6.3 % (1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
BioFlex And NTM Acquisition | ||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The components and estimated allocation of the purchase price consist of the following (amounts in thousands): Cash and cash equivalents $ 2,870 Accounts receivable 1,408 Inventory 741 Prepaid expenses and other current assets 126 Property and equipment 34 Operating lease right of use asset 1,034 Customer relationships 13,240 Developed technology 3,540 Trademark and tradename 310 Non-competition agreements 60 Goodwill 9,834 Long term deferred tax asset 81 Accounts payable ( 224 ) Accrued liabilities ( 450 ) Operating lease liability ( 1,030 ) Operating lease liability, long-term ( 3 ) Fair value of net assets acquired $ 31,571 | |
Schedule of Identified Intangible Assets and Estimated Useful Lives | The following table sets forth the components of the identified intangible assets associated with the NTM Acquisition and their estimated useful lives: Useful life Fair Value (Amounts in thousands) Customer relationships 10 years $ 13,240 Developed technology 11 years 3,540 Trademark and tradename 15 years 310 Non-competition agreements 3 years 60 $ 17,150 | |
Avitide, Inc. | ||
Schedule of Business Combination Consideration Transferred | Total consideration transferred is as follows (amounts in thousands): Cash consideration $ 74,962 Equity consideration 82,968 Contingent consideration - earnout 88,373 Fair value of net assets acquired $ 246,303 | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The components and estimated allocation of the purchase price consist of the following (amounts in thousands): Cash and cash equivalents $ 572 Accounts receivable 228 Inventory 332 Prepaid expenses and other current assets 114 Property and equipment 1,862 Operating lease right of use asset 3,648 Customer relationships 24,580 Developed technology 20,650 Trademark and tradename 1,210 Non-competition agreements 210 Goodwill 197,476 Long term deferred tax asset 1,525 Accounts payable ( 215 ) Accrued liabilities ( 2,183 ) Operating lease liability ( 698 ) Operating lease liability, long-term ( 2,950 ) Other liabilities ( 58 ) Fair value of net assets acquired $ 246,303 | |
Schedule of Identified Intangible Assets and Estimated Useful Lives | The following table sets forth the components of the identified intangible assets associated with the Avitide Acquisition and their estimated useful lives: Useful life Fair Value (Amounts in thousands) Customer relationships 13 years $ 24,580 Developed technology 15 years 20,650 Trademark and tradename 18 years 1,210 Non-competition agreements 3 years 210 $ 46,650 | |
Polymem S.A. | ||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The components and final allocation of the purchase price consist of the following (amounts in thousands): Cash and cash equivalents $ 353 Net working capital (excluding cash and inventory 414 Inventory step-up 543 Operating lease right of use assets 1,424 Property and equipment 3,145 Other assets 41 Developed technology 8,274 Trademark and tradenames 510 Non-compete agreements 312 Goodwill 35,680 Operating lease liability ( 1,253 ) Long term deferred tax liability ( 2,327 ) Other long-term liabilities ( 143 ) Fair value of net assets acquired $ 46,973 | |
Schedule of Identified Intangible Assets and Estimated Useful Lives | The following table sets forth the components of the identified intangible assets associated with the Polymem Acquisition and their estimated useful lives: Useful life Fair Value (Amounts in thousands) Developed technology 13 years $ 8,274 Trademark and tradename 14 years 510 Non-competition agreements 5 years 312 $ 9,096 |
Restructuring Plan (Tables)
Restructuring Plan (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Activities by Type of Cost | The following table summarizes the charges related to restructuring activities by type of cost: For the Year Ended December 31, 2023 Severance & Employee-Related Costs Inventory Adjustments Accelerated Depreciation Facility and Other Exit Costs Total (Amounts in thousands) Cost of product revenue $ 2,077 $ 23,588 $ 3,788 $ 933 $ 30,386 Research and development 116 — — — 116 Selling, general and administrative 1,532 — 28 138 1,698 $ 3,725 $ 23,588 $ 3,816 $ 1,071 $ 32,200 |
Summary of Activity Related to Restructuring Plan | Activity related to the Restructuring Plan for 2023 was as follows (amounts in thousands): Restructuring Costs Amounts Paid in 2023 Non-Cash Restructuring Items Restructuring Liability Severance & employee-related costs $ 3,725 $ ( 3,044 ) $ ( 217 ) $ 464 Inventory adjustments 23,588 — ( 23,588 ) — Accelerated depreciation 3,816 — ( 3,816 ) — Facility exit and other exit costs 1,071 ( 1,061 ) ( 10 ) — Total $ 32,200 $ ( 4,105 ) $ ( 27,631 ) $ 464 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Summary of Maturities of Operating Lease Liabilities | The maturities of the Company’s operating lease liabilities as of December 31, 2023 are as follows (amounts in thousands): As of December 31, 2023 Amount 2024 $ 22,585 2025 25,645 2026 25,406 2027 23,944 2028 24,382 2029 and thereafter 79,435 Total future minimum lease payments (1) 201,397 Less lease incentives ( 9,765 ) Less amount of lease payment representing interest ( 32,595 ) Total operating lease liabilities $ 159,037 (1) The future minimum lease payments include obligations for leases not yet commenced of $ 26.8 million for manufacturing, office and warehouse facilities. These leases have terms of between 5 and 10 years and commence during the first quarter of 2024. |
Summary of Operating Lease Liability | Total operating lease liabilities included on the Company’s consolidated balance sheets are as follows (amounts in thousands): December 31, 2023 2022 Operating lease liability $ 5,631 $ 6,957 Operating lease liability, long-term 126,578 131,389 Minimum operating lease payments $ 132,209 $ 138,346 |
Summary of Operating Lease Cost | For the years ended December 31, 2023, 2022 and 2021, total lease cost is comprised of the following: For the Years Ended December 31, Lease Cost 2023 2022 2021 (Amounts in thousands) Operating lease cost $ 20,981 $ 17,833 $ 9,838 Variable operating lease cost 4,075 11,317 7,118 Lease cost $ 25,056 $ 29,150 $ 16,956 |
Schedule of Supplemental Disclosure of Cash Flows Related to Operating Leases | The following information represents supplemental disclosure for the consolidated statements of cash flows related to operating leases (amounts in thousands): For the Years Ended December 31, 2023 2022 2021 Operating lease cost $ ( 17,862 ) $ ( 13,757 ) $ ( 8,863 ) |
Schedule of Weighted Average Discount Rate and Lease Term Used in Calculating Lease Liabilities | The weighted average remaining lease term and the weighted average discount rate used to measure the Company’s operating lease liabilities as of December 31, 2023, were: Weighted average remaining lease term (years) 7.74 Weighted average discount rate 4.13 % |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | Revenue for the years ended December 31, 2023, 2022 and 2021 was as follows: For the Years Ended December 31, 2023 2022 (Amounts in thousands) Product revenue $ 638,381 $ 801,183 Royalty and other income 383 353 Total revenue $ 638,764 $ 801,536 |
Summary of Receivables and Deferred Revenue from Contracts with Customers | The following table provides information about receivables and deferred revenue from contracts with customers as of December 31, 2023 (amounts in thousands): December 31, December 31, 2023 2022 Balances from contracts with customers only: Accounts receivable $ 124,161 $ 116,247 Deferred revenue (included in accrued liabilities and $ 10,755 $ 19,631 Revenue recognized during periods presented relating to: The beginning deferred revenue balance $ 18,751 $ 13,390 |
Credit Losses (Tables)
Credit Losses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Credit Loss [Abstract] | |
Summary Of Allowance For Credit Losses For Accounts Receivables | The following table provides a roll-forward of the allowance for credit losses in 2023 and 2022 that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected (amounts in thousands): For the Years Ended December 31, 2023 2022 Balance of allowance for credit losses, beginning of period $ ( 1,365 ) $ ( 1,417 ) Current period change for write-offs 82 126 Current period change for expected credit losses ( 839 ) ( 74 ) Balance of allowance for credit losses, end of period $ ( 2,122 ) $ ( 1,365 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Changes in Carrying Value of Goodwill | The following table represents the changes in the carrying value of goodwill for the years ended December 31, 2023 and 2022 (amounts in thousands): Balance as of December 31, 2021 $ 860,362 Measurement period adjustment - BioFlex ( 346 ) Measurement period adjustment - Avitide ( 1,768 ) Cumulative translation adjustment ( 2,735 ) Balance as of December 31, 2022 $ 855,513 Acquisition of FlexBiosys, Inc. 14,321 Acquisition of Metenova Holding AB 115,778 Cumulative translation adjustment 1,508 Balance as of December 31, 2023 $ 987,120 |
Schedule of Intangible Assets | Intangible assets, net consisted of the following at December 31, 2023: December 31, 2023 Gross Accumulated Net Weighted (Amounts in thousands) Finite-lived intangible assets: Technology - developed $ 249,594 $ ( 44,162 ) $ 205,432 16 Patents 240 ( 240 ) — 8 Customer relationships 269,949 ( 83,963 ) 185,986 15 Trademarks 8,757 ( 1,789 ) 6,968 19 Other intangibles 3,914 ( 2,514 ) 1,400 3 Total finite-lived intangible assets 532,454 ( 132,668 ) 399,786 15 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 533,154 $ ( 132,668 ) $ 400,486 Intangible assets consisted of the following at December 31, 2022: December 31, 2022 Gross Accumulated Net Weighted (Amounts in thousands) Finite-lived intangible assets: Technology - developed $ 190,463 $ ( 30,992 ) $ 159,471 16 Patents 240 ( 240 ) — 8 Customer relationships 252,934 ( 66,559 ) 186,375 15 Trademarks 7,682 ( 1,319 ) 6,363 19 Other intangibles 2,811 ( 2,044 ) 767 4 Total finite-lived intangible assets 454,130 ( 101,154 ) 352,976 16 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 454,830 $ ( 101,154 ) $ 353,676 |
Schedule of Amortization Expense for Amortized Intangible Assets | As of December 31, 2023, the Company expects to record the following amortization expense (amounts in thousands): Estimated Amortization For the Years Ended December 31, Expense 2024 $ 34,314 2025 33,879 2026 33,524 2027 33,421 2028 32,689 2029 and thereafter 231,959 Total $ 399,786 |
Consolidated Balance Sheet De_2
Consolidated Balance Sheet Detail (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventories | Inventories, net Inventories, net consists of the following: December 31, 2023 2022 (Amounts in thousands) Raw materials $ 123,598 $ 149,438 Work-in-process 4,492 6,183 Finished products 74,231 82,656 Total inventories, net $ 202,321 $ 238,277 |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: December 31, 2023 2022 (Amounts in thousands) Equipment maintenance and services $ 6,605 $ 7,135 Prepaid income taxes 10,229 519 Prepaid insurance 3,087 1,909 Other 13,317 10,274 Total prepaid expenses and other current assets $ 33,238 $ 19,837 |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consist of the following: December 31, 2023 2022 (Amounts in thousands) Land $ 992 $ 1,003 Buildings 1,667 1,599 Leasehold improvements 126,663 115,672 Equipment 114,606 94,613 Furniture, fixtures and office equipment 9,077 8,307 Computer hardware and software 35,528 29,813 Construction in progress 47,086 31,553 Other 544 420 Total property, plant and equipment 336,163 282,980 Less - Accumulated depreciation ( 128,723 ) ( 92,307 ) Total property, plant and equipment, net $ 207,440 $ 190,673 |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consist of the following: December 31, 2023 2022 (Amounts in thousands) Employee compensation $ 16,660 $ 33,522 Deferred revenue 10,287 19,283 Income taxes payable 6,814 2,459 Other 16,772 15,856 Total accrued liabilities $ 50,533 $ 71,120 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Before Income Taxes | The components of income before income taxes are as follows: For the Years Ended December 31, 2023 2022 2021 (Amounts in thousands) Domestic $ ( 17,601 ) $ 153,446 $ 81,984 Foreign 81,733 65,694 71,559 Income before income taxes $ 64,132 $ 219,140 $ 153,543 |
Income Tax Provision (Benefit) | The components of the income tax provision are as follows: For the Years Ended December 31, 2023 2022 2021 (Amounts in thousands) Components of the income tax provision: Current $ 20,238 $ 34,800 $ 20,166 Deferred 2,317 ( 1,619 ) 5,086 Total $ 22,555 $ 33,181 $ 25,252 Jurisdictional components of the income tax provision: Federal $ 3,512 $ 17,662 $ 8,321 State 142 1,381 1,251 Foreign 18,901 14,138 15,680 Total $ 22,555 $ 33,181 $ 25,252 |
Consolidated Deferred Tax Assets (Liabilities) | The components of deferred income taxes are as follows: December 31, 2023 2022 (Amounts in thousands) Deferred tax assets: Stock-based compensation expense $ 5,120 $ 5,323 Operating leases 30,727 31,564 Capitalized research and development 17,568 9,102 Inventory 10,131 5,983 Net operating loss carryforwards 7,578 9,808 Business tax credit carryforwards 4,697 2,639 Other 5,314 4,440 Total deferred tax assets 81,135 68,859 Less: valuation allowance ( 20 ) ( 19 ) Net deferred tax assets 81,115 68,840 Deferred tax liabilities: Fixed assets ( 17,716 ) ( 18,965 ) Acquired intangible assets ( 56,956 ) ( 43,549 ) Operating lease right of use assets ( 26,373 ) ( 28,486 ) Debt discount ( 19,006 ) — Total deferred tax liabilities ( 120,051 ) ( 91,000 ) Total net deferred tax liabilities $ ( 38,936 ) $ ( 22,160 ) |
Reconciliation of Federal Statutory Rate to Effective Income Tax Rate | The reconciliation of the federal statutory rate to the effective income tax rate for the years ended December 31, 2023, 2022 and 2021 is as follows: For the Years Ended December 31, 2023 2022 2021 Amount % Amount % Amount % (Amounts in thousands, except percentages) Income before income taxes $ 64,132 $ 219,140 $ 153,543 Expected tax at statutory rate 13,469 21.0 % 46,020 21.0 % 32,247 21.0 % Adjustments due to: Difference between U.S. and foreign tax 1,084 1.7 % 1,024 0.5 % 530 0.3 % State income taxes 1,387 2.2 % 3,509 1.6 % 1,462 1.0 % Business tax credits ( 4,522 ) ( 7.1 %) ( 5,139 ) ( 2.3 %) ( 2,239 ) ( 1.5 %) Stock-based compensation expense ( 2,461 ) ( 3.8 %) ( 5,638 ) ( 2.6 %) ( 9,049 ) ( 5.9 %) U.S. taxation of foreign earnings 343 0.5 % 83 0.0 % 30 0.0 % Foreign-derived intangible income ( 88 ) ( 0.1 %) ( 5,042 ) ( 2.3 %) ( 2,547 ) ( 1.7 %) Executive compensation 3,084 4.8 % 5,441 2.5 % 3,397 2.2 % Contingent consideration ( 6,412 ) ( 10.0 %) ( 6,033 ) ( 2.8 %) 1,232 0.8 % Loss on extinguishment of debt 2,634 4.1 % — 0.0 % — 0.0 % Debt discount 16,650 26.0 % — 0.0 % — 0.0 % Foreign exchange loss ( 2,288 ) ( 3.6 %) — 0.0 % — 0.0 % Uncertain tax provisions 165 0.3 % 234 0.1 % ( 443 ) ( 0.3 %) Change in valuation allowance — 0.0 % ( 688 ) ( 0.3 %) ( 48 ) ( 0.0 %) Return to provision adjustments ( 1,255 ) ( 2.0 %) ( 498 ) ( 0.2 %) ( 50 ) ( 0.0 %) Other 765 1.2 % ( 92 ) ( 0.0 %) 730 0.5 % Income tax provision $ 22,555 35.2 % $ 33,181 15.1 % $ 25,252 16.4 % |
Summary of Tax Returns Periods Subject to Examination by Federal, State and Foreign Tax Authorities | The Company’s tax returns are subject to examination by federal, state and foreign tax authorities. The Company’s two major tax jurisdictions are subject to examination for the following periods: Jurisdiction Fiscal Years Subject to Examination United States - federal and state 2019 - 2023 Sweden 2018 - 2023 |
Reconciliation of Unrecognized Tax Benefits | The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: For the Years Ended December 31, 2023 2022 (Amounts in thousands) Balance of gross unrecognized tax benefits, beginning of period $ 2,996 $ 2,786 Gross amounts of increases in unrecognized tax benefits as a result 178 146 Gross amounts of increases in unrecognized tax benefits as a result 53 64 Gross amounts of decreases due to release ( 88 ) — Balance of gross unrecognized tax benefits, end of period $ 3,139 $ 2,996 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stock-Based Compensation Expense | The following table presents stock-based compensation expense in the Company’s consolidated statements of comprehensive income: For the Years Ended December 31, 2023 2022 2021 (Amounts in thousands) Cost of product revenue $ 1,933 $ 2,525 $ 2,021 Research and development 2,855 2,622 2,856 Selling, general and administrative 20,787 22,169 22,623 Total stock-based compensation $ 25,575 $ 27,316 $ 27,500 |
Estimated Weighted Average Assumptions | The fair value of stock option awards granted during the years ended December 31, 2023, 2022 and 2021 were calculated using the following estimated assumptions: For the Years Ended December 31, 2023 2022 2021 Expected term (in years) 5.14 - 6.5 5.5 - 6.5 5.5 - 6.5 Expected volatility (range) 44.78 - 46.58 % 41.44 - 43.96 % 44.57 - 45.27 % Risk-free interest rate 3.56 - 4.71 % 1.86 - 4.07 % 0.77 - 1.07 % Expected dividend yield 0 % 0 % 0 % |
Summary of Option Activity | Information regarding option activity for the year ended December 31, 2023, under the Plans is summarized below: Shares Weighted Weighted- Aggregate Options outstanding at December 31, 2022 609,965 $ 71.74 Granted 90,305 $ 168.22 Exercised ( 40,211 ) $ 26.76 Forfeited/expired/cancelled ( 10,929 ) $ 189.46 Options outstanding at December 31, 2023 649,130 $ 85.97 Options exercisable at December 31, 2023 364,443 $ 65.53 Vested and expected to vest at December 31, 2023 (1) 635,834 $ 85.49 5.59 $ 61,888 (1) Represents the number of vested options as of December 31, 2023 plus the number of unvested options expected to vest as of December 31, 2023, based on the unvested outstanding options at December 31, 2023 adjusted for estimated forfeiture rates of 8 % for awards granted to non-executive level employees and 3 % for awards granted to executive level employees. |
Summary of Restricted Stock Unit Activity | Information regarding stock unit activity, which includes activity for restricted stock units and performance stock units, for the year ended December 31, 2023 under the Plans is summarized below: Shares Weighted Average Unvested at December 31, 2022 531,034 $ 142.57 Awarded 212,338 $ 170.03 Vested ( 195,672 ) $ 124.58 Forfeited/cancelled ( 73,380 ) $ 177.81 Unvested at December 31, 2023 474,320 $ 155.59 Vested and expected to vest at December 31, 2023 (1) 413,249 $ 152.74 (1) Represents the number of vested stock units as of December 31, 2023, plus the number of unvested stock units expected to vest as of December 31, 2023, based on the unvested outstanding stock units at December 31, 2023 adjusted for estimated forfeiture rates of 8 % for awards granted to non-executive level employees and 3 % for awards granted to executive level employees. |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Carrying Value of Convertible Senior Notes | The carrying value of the Company’s convertible senior notes is as follows: December 31, December 31, (Amounts in thousands) 0.375% Convertible Senior Notes due 2024: Principal amount $ 69,700 $ 287,470 Unamortized debt issuance costs ( 248 ) ( 2,855 ) Carrying amount - Convertible Senior Notes due 2024, net $ 69,452 $ 284,615 1.00% Convertible Senior Notes due 2028: Principal amount $ 600,000 $ — Unamortized debt discount ( 81,457 ) — Unamortized debt issuance costs ( 8,400 ) — Carrying amount - Convertible Senior Notes due 2028, net $ 510,143 $ — |
Organization and Nature of Bu_2
Organization and Nature of Business - Additional Information (Detail) | Dec. 31, 2023 Sites |
Accounting Policies [Abstract] | |
Number of manufacturing sites | 19 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||||||
Mar. 04, 2022 shares | Dec. 31, 2023 USD ($) ReportingUnit Segment shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 14, 2023 USD ($) | Jul. 31, 2019 USD ($) | Jul. 19, 2019 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||||
Denominator for diluted earnings per share - adjusted weighted average shares used in computing net income per share - diluted | shares | 56,377 | 57,455 | 57,264 | ||||
Charges associated with convertible debt instruments, net of tax | $ 0 | $ 387,000 | $ 0 | ||||
Cash and cash equivalents, beginning of period | $ 523,458,000 | $ 603,814,000 | $ 717,292,000 | ||||
Common stock excluded from calculation of diluted earnings per share | shares | 306,849 | 177,318 | 68,968 | ||||
Dilutive effect on shares of conversion premium | shares | 1,359,957 | ||||||
Advertising Expense | $ 800,000 | $ 600,000 | $ 600,000 | ||||
Revenue | 638,764,000 | 801,536,000 | 670,534,000 | ||||
Contingent Consideration Obligation Estimated | $ (30,600,000) | (28,700,000) | |||||
Number of reporting units | ReportingUnit | 1 | ||||||
Reason for change in impairment assessment date | The change is being made to better align the annual impairment assessment date with the Company's annual planning and budgeting process as well as long-term planning and forecasting process. | ||||||
Impairment assessment date | October 1, 2024 | ||||||
Impairment to goodwill | $ 0 | 0 | 0 | ||||
Impairment charges | 0 | 0 | 0 | ||||
Impairment of intangible assets | $ 0 | ||||||
Number of operating segments | Segment | 1 | ||||||
Sales Revenue | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Revenue | $ 0 | 0 | |||||
Sales Revenue | Customer Concentration Risk [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Revenue | 0 | 0 | |||||
Accounting Standards Update 2020-06 | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Denominator for diluted earnings per share - adjusted weighted average shares used in computing net income per share - diluted | shares | 3,474,429 | ||||||
Charges associated with convertible debt instruments, net of tax | 400,000 | ||||||
0.375% Convertible Senior Notes due 2024 | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Aggregate principal amount | $ 69,700,000 | $ 287,500,000 | $ 287,500,000 | ||||
Principal amount | 69,700,000 | 287,470,000 | 217,700,000 | ||||
1.00% Convertible Senior Notes due 2028 | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Aggregate principal amount | 600,000,000 | 290,100,000 | |||||
Principal amount | $ 600,000,000 | $ 0 | 309,900,000 | ||||
Cash | $ 290,100,000 | ||||||
Minimum | Sales Revenue | Customer Concentration Risk [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration Risk, Percentage | 10% | 10% | |||||
Restricted Stock Units and Performance Stock Units | Awards Granted to Executive Level Employees | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Estimated forfeiture rates | 3% | ||||||
Restricted Stock Units and Performance Stock Units | Awards Granted to Non-Executive Level Employees | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Estimated forfeiture rates | 8% | ||||||
Non-Employee Directors | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Estimated forfeiture rates | 0% | ||||||
Employee Stock Option [Member] | Awards Granted to Executive Level Employees | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Estimated forfeiture rates | 3% | ||||||
Employee Stock Option [Member] | Awards Granted to Non-Executive Level Employees | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Estimated forfeiture rates | 8% | ||||||
Pfizer | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Revenue | $ 68,300,000 | ||||||
Pfizer | Sales Revenue | Customer Concentration Risk [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration Risk, Percentage | 10% | ||||||
Pfizer | Minimum | Sales Revenue | Customer Concentration Risk [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration Risk, Percentage | 10% | ||||||
Customer Number One | Accounts Receivable | Customer Concentration Risk [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration Risk, Percentage | 10% | 10% | |||||
Purolite | Accounts Receivable | Customer Concentration Risk [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration Risk, Percentage | 12.70% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Estimated Useful Life of Assets (Detail) | Dec. 31, 2023 |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 30 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember |
Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 12 years |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Furniture Fixtures And Office Equipment Member [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 8 years |
Furniture Fixtures And Office Equipment Member [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Computer Hardware And Software member [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 7 years |
Computer Hardware And Software member [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Reconciliation of Basic and Diluted Shares Amounts (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Numerator: | ||||
Net Income (Loss) | $ 41,577 | $ 185,959 | $ 128,291 | |
Effect of dilutive securities: | ||||
Charges associated with convertible debt instruments, net of tax | 0 | 387 | 0 | |
Numerator for diluted earnings per share - net income available to common stockholders after the effect of dilutive securities | $ 41,577 | $ 186,346 | $ 128,291 | |
Denominator: | ||||
Weighted average shares used in computing net income per share - basic | 55,720 | 55,460 | 55,015 | |
Effect of dilutive shares: | ||||
Options and stock units | 457 | 608 | 915 | |
Convertible Senior Notes | [1] | 181 | 1,360 | 1,253 |
Contingent consideration | 8 | 11 | 0 | |
Dilutive effect of unvested performance stock units | 11 | 16 | 81 | |
Dilutive potential common shares | 657 | 1,995 | 2,249 | |
Denominator for diluted earnings per share - adjusted weighted average shares used in computing net income per share - diluted | 56,377 | 57,455 | 57,264 | |
Earnings per share: | ||||
Basic | $ 0.75 | $ 3.35 | $ 2.33 | |
Diluted | $ 0.74 | $ 3.24 | $ 2.24 | |
[1] Represents the dilutive impact for the Company's 0.375 % Convertible Senior Notes due 2024 (the “ 2019 Notes”) and its 1.00 % Convertible Senior Notes due 2028 (the “2023 Notes”). As of December 31, 2023, the if-converted value is less than the outstanding principal of the 2023 Notes and are therefore anti-dilutive. Refer to Note 14, “ Convertible Senior Notes,” for more information. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Reconciliation of Basic and Diluted Shares Amounts (parenthetical) (Detail) | Dec. 31, 2023 | Jul. 19, 2019 |
0.375% Convertible Senior Notes due 2024 | ||
Debt Instrument [Line Items] | ||
Notes, interest rate | 0.375% | 0.375% |
1.00% Convertible Senior Notes due 2028 | ||
Debt Instrument [Line Items] | ||
Notes, interest rate | 1% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Product Revenues by Product Line (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Revenue from External Customer [Line Items] | ||||
Revenue | $ 638,764 | $ 801,536 | $ 670,534 | |
Filtration Products [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 347,781 | [1] | 495,930 | |
Chromatography Products [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 126,629 | [1] | 131,680 | |
Process Analytics Products [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 56,820 | [1] | 53,512 | |
Proteins Products [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 103,463 | [1] | 114,320 | |
Other products [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 3,688 | [1] | 5,741 | |
Products | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | $ 638,381 | [1] | $ 801,183 | $ 670,319 |
[1] 2023 revenue for filtration products includes revenue related to FlexBiosys, Inc. (“FlexBiosys”) from April 17, 2023, as well as Metenova Holding AB (“Metenova”) from October 2, 2023. |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Percentage of Revenue by Geographic Area (Detail) - Total Revenue - Geographic Concentration Risk [Member] | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 100% | 100% | 100% |
North America [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 44% | 43% | 41% |
Europe [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 37% | 37% | 40% |
APAC Other [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 19% | 20% | 19% |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Total Assets by Geographic Area (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 2,824,411 | $ 2,524,658 |
North America | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 2,371,208 | 2,209,244 |
Europe | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 426,034 | 287,543 |
APAC | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 27,169 | $ 27,871 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Long Lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long Lived Assets | $ 324,232 | $ 316,511 |
North America | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long Lived Assets | 278,033 | 275,151 |
Europe | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long Lived Assets | 43,280 | 38,541 |
APAC | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long Lived Assets | $ 2,919 | $ 2,819 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's Cash, Cash Equivalents and Marketable Securities Held to Maturity (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Cash and money market funds | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents, Amortized Costs | $ 751,323 | $ 523,458 |
Cash and cash equivalents, Estimated Fair Value | 751,323 | 523,458 |
Cash and cash equivalents | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents, Amortized Costs | 751,323 | 523,458 |
Cash and cash equivalents, Estimated Fair Value | $ 751,323 | 523,458 |
U.S. treasury bills | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents, Amortized Costs | 100,299 | |
Marketable securities, Gross Unrealized Gains | 24 | |
Marketable securities, Estimated Fair Value | 100,323 | |
Cash equivalents and marketable securities | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents, Amortized Costs | 623,757 | |
Marketable securities, Gross Unrealized Gains | 24 | |
Marketable securities, Estimated Fair Value | $ 623,781 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Amortized Cost and Fair Value Held to Maturity Securities by Contractual Maturity (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Fair Value Disclosures [Abstract] | |
Debt securities maturity within one year amortized cost | $ 100,299 |
Maturity of one year or less, Estimated Fair Value | $ 100,323 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term contingent consideration | $ 12,983 | $ 13,950 |
Long-term contingent consideration | 14,070 | 51,559 |
Money Market | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value | 658,574 | 343,929 |
Level 1 | Money Market | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value | 658,574 | 343,929 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term contingent consideration | 12,983 | 13,950 |
Long-term contingent consideration | $ 14,070 | $ 51,559 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Dec. 14, 2023 | Oct. 02, 2023 | Apr. 17, 2023 | Sep. 16, 2021 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Purchase of treasury stock | $ 100,000 | |||||||
0.375% Convertible Senior Notes due 2024 | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Principal amount | $ 287,500 | |||||||
Notes, frequency of periodic payment | semi-annually | |||||||
Total convertible senior notes | 284,600 | $ 69,500 | $ 284,600 | |||||
Fair value of convertible senior notes | $ 452,000 | 109,800 | 452,000 | |||||
1.00% Convertible Senior Notes due 2028 | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Debt istrument cancelled | $ 309,900 | |||||||
Principal amount | 290,100 | 600,000 | ||||||
Notes for cash | 290,100 | |||||||
Total convertible senior notes | 510,100 | |||||||
Fair value of convertible senior notes | 596,000 | |||||||
1.00% Convertible Senior Notes due 2028 | Private Placement | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Principal amount | 600,000 | |||||||
1.00% Convertible Senior Notes due 2028 | Subscription Transaction | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Principal amount | 290,100 | |||||||
1.00% Convertible Senior Notes due 2028 | Exchange Transaction | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Debt istrument cancelled | 309,900 | |||||||
Exchanged 2019 Notes | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Debt Intrument Exchange Amount | $ 217,700 | |||||||
Avitide, Inc. | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Business combination contingent consideration | $ 88,400 | 125,000 | $ 88,373 | |||||
Upfront payment | $ 75,000 | |||||||
FlexBiosys, Inc. | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Business combination contingent consideration | $ 6,600 | 42,000 | ||||||
Upfront payment | $ 29,000 | |||||||
Metenova Holding AB | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Business combination contingent consideration | $ 10,000 | |||||||
Upfront payment | $ 164,500 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Reconciliation of the Change in the Fair Value of Contingent Consideration - Earnout (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ (30,569) | $ (28,729) | $ 5,865 |
Contingent Consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Balance at December 31, 2022 | 65,509 | ||
Acquisition date fair value of contingent consideration earnout | 6,640 | ||
Contingent consideration | (14,527) | ||
Decrease in fair value of contingent consideration earnouts | (30,569) | ||
Balance at December 31, 2023 | $ 27,053 | $ 65,509 |
Fair Value Measurements - Sch_4
Fair Value Measurements - Schedule of Contingent Consideration Earnout Expect to be Required to Settle include Significant unobservable Inputs (Detail) - Contingent Consideration - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Liabilities, fair value | $ 27,053 | $ 65,509 | |
Monte Carlo Simulation | Fair Value, Recurring | Avitide and Flexbiosys | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Liabilities, fair value | $ 20,094 | ||
Probability of Success | 100% | ||
Monte Carlo Simulation | Fair Value, Recurring | Probability of Success | Avitide and Flexbiosys | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Weighted Average Discount Rate | [1] | 100% | |
Monte Carlo Simulation | Fair Value, Recurring | Earnout Discount Rate | Avitide and Flexbiosys | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Weighted Average Discount Rate | [1] | 5.90% | |
Monte Carlo Simulation | Fair Value, Recurring | Revenue and Volume Based Payments | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Liabilities, fair value | $ 1,454 | ||
Monte Carlo Simulation | Fair Value, Recurring | Revenue and Volume Based Payments | Earnout Discount Rate | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Weighted Average Discount Rate | [1] | 6.10% | |
Monte Carlo Simulation | Fair Value, Recurring | Revenue and Volume Based Payments | Volatility | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Weighted Average Discount Rate | [1] | 21.90% | |
Monte Carlo Simulation | Fair Value, Recurring | Revenue and Volume Based Payments | Revenue and Volume Based Payments | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Weighted Average Discount Rate | [1] | 8.30% | |
Monte Carlo Simulation | Fair Value, Recurring | Minimum | Avitide and Flexbiosys | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Discount Rate | 5.80% | ||
Monte Carlo Simulation | Fair Value, Recurring | Minimum | Revenue and Volume Based Payments | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Discount Rate | 5.80% | ||
Volatility | 12.50% | ||
Revenue and Volume Discount Rate | 2.50% | ||
Monte Carlo Simulation | Fair Value, Recurring | Maximum | Avitide and Flexbiosys | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Discount Rate | 5.90% | ||
Monte Carlo Simulation | Fair Value, Recurring | Maximum | Revenue and Volume Based Payments | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Discount Rate | 7.20% | ||
Volatility | 24.60% | ||
Revenue and Volume Discount Rate | 9.30% | ||
Probability Weighted Present Value | Fair Value, Recurring | Probability of Success | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Liabilities, fair value | $ 5,505 | ||
Probability Weighted Present Value | Fair Value, Recurring | Manufacturing Line Expansions | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Probability of Success | 100% | ||
Probability Weighted Present Value | Fair Value, Recurring | Manufacturing Line Expansions | Probability of Success | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Weighted Average Discount Rate | [1] | 100% | |
Probability Weighted Present Value | Fair Value, Recurring | Manufacturing Line Expansions | Earnout Discount Rate | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Weighted Average Discount Rate | [1] | 6.30% | |
Probability Weighted Present Value | Fair Value, Recurring | Minimum | Manufacturing Line Expansions | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Discount Rate | 6.10% | ||
Probability Weighted Present Value | Fair Value, Recurring | Maximum | Manufacturing Line Expansions | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Discount Rate | 6.40% | ||
[1] Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Oct. 02, 2023 | Apr. 17, 2023 | Nov. 29, 2021 | Sep. 16, 2021 | Jun. 22, 2021 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 186,642 | $ 0 | $ 149,893 | ||||||
Goodwill | $ 987,120 | 987,120 | 855,513 | 860,362 | |||||
Transaction costs | 2,700 | 300 | |||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (30,569) | (28,729) | 5,865 | ||||||
Metenova Holding AB | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash consideration | $ 164,500 | ||||||||
Shares issued for business acquisition | 52,299 | ||||||||
Value of common stock issued | $ 172,600 | ||||||||
Net liabilities assumed | 2,000 | ||||||||
Fair value of acquired finite lived intangible assets | 58,800 | ||||||||
Goodwill | 115,778 | 115,778 | |||||||
Intangible Asset Residual Value | 115,800 | ||||||||
Transaction costs | 3,500 | 3,500 | |||||||
Business combination contingent consideration | 10,000 | ||||||||
Metenova Holding AB | Common Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Value of common stock issued | $ 8,100 | ||||||||
FlexBiosys, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination date of acquistion | Apr. 17, 2023 | ||||||||
Cash consideration | $ 29,000 | ||||||||
Business Combination, Indemnification Assets, Range of Outcomes, Value, High | $ 6,300 | ||||||||
Shares issued for business acquisition | 31,415 | ||||||||
Value of common stock issued | $ 41,000 | ||||||||
Net liabilities assumed | 14,100 | ||||||||
Fair value of acquired finite lived intangible assets | 12,600 | ||||||||
Goodwill | 14,321 | 14,321 | |||||||
Intangible Asset Residual Value | 14,300 | ||||||||
Transaction costs | 1,100 | 1,100 | |||||||
Business Combination, Acquisition Related Costs | $ 200 | ||||||||
Business combination contingent consideration | 6,600 | 42,000 | |||||||
FlexBiosys, Inc. | Common Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Value of common stock issued | $ 5,400 | ||||||||
BioFlex And NTM Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Value of common stock issued | $ 31,600 | ||||||||
Working capital adjustment | 300 | ||||||||
Fair value of acquired finite lived intangible assets | 17,200 | ||||||||
Goodwill | 9,834 | ||||||||
Intangible Asset Residual Value | $ 9,800 | ||||||||
Transaction costs | 3,000 | ||||||||
Business acquisition, voting interest acquired | 100% | ||||||||
Business acquisition, Indemnification escrow | $ 3,000 | ||||||||
Net asset acquired | $ 4,600 | ||||||||
Avitide, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash consideration | $ 75,000 | ||||||||
Shares issued for business acquisition | 271,096 | ||||||||
Value of common stock issued | $ 83,000 | 82,968 | |||||||
Working capital adjustment | 1,800 | ||||||||
Net liabilities assumed | 2,100 | ||||||||
Business combination, consideration transferred | 246,303 | ||||||||
Fair value of acquired finite lived intangible assets | 46,700 | ||||||||
Goodwill | 197,476 | ||||||||
Intangible Asset Residual Value | 197,500 | ||||||||
Transaction costs | 5,600 | ||||||||
Business Combination, Acquisition Related Costs | 3,000 | 2,600 | |||||||
Business combination contingent consideration | 88,400 | $ 125,000 | 88,373 | ||||||
Avitide, Inc. | Capital Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash consideration | 150,000 | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 149,400 | ||||||||
Business combination, consideration transferred | 275,000 | ||||||||
Business acquisition, Indemnification escrow | 800 | ||||||||
Business combination contingent consideration | $ 125,000 | ||||||||
Polymem S.A. | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash consideration | $ 47,000 | ||||||||
Net liabilities assumed | 2,200 | ||||||||
Business combination, consideration transferred | 47,000 | ||||||||
Fair value of acquired finite lived intangible assets | 9,100 | ||||||||
Goodwill | 35,680 | ||||||||
Intangible Asset Residual Value | 35,700 | ||||||||
Transaction costs | 8,200 | ||||||||
Business Combination, Acquisition Related Costs | 5,100 | $ 3,100 | |||||||
Business acquisition, Indemnification escrow | $ 4,300 |
Acquisitions - Consideration Tr
Acquisitions - Consideration Transferred (Detail) - Avitide, Inc. - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 16, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||
Cash consideration | $ 74,962 | ||
Equity consideration | $ 83,000 | 82,968 | |
Contingent consideration - earnout | $ 88,400 | $ 125,000 | 88,373 |
Fair value of net assets acquired | $ 246,303 |
Acquisitions - Fair Value of Ne
Acquisitions - Fair Value of Net Assets Acquired (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Oct. 02, 2023 | Apr. 17, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 29, 2021 | Sep. 16, 2021 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 987,120 | $ 855,513 | $ 860,362 | ||||
Metenova Holding AB | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | 5,768 | ||||||
Accounts receivable | 3,730 | ||||||
Inventory | 4,421 | ||||||
Prepaid expenses and other current assets | 470 | ||||||
Property and equipment | 433 | ||||||
Operating lease right of use asset | 615 | ||||||
Business combination, intangible assets | $ 58,800 | ||||||
Goodwill | 115,778 | ||||||
Accounts payable | (1,432) | ||||||
Accrued liabilities | 2,934 | ||||||
Operating lease liability | 275 | ||||||
Operating lease liability, long-term | 255 | ||||||
Long term deferred tax liability | (12,481) | ||||||
Fair value of net assets acquired | 172,600 | ||||||
Metenova Holding AB | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, intangible assets | 12,659 | ||||||
Metenova Holding AB | Developed technology | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, intangible assets | 44,377 | ||||||
Metenova Holding AB | Trademark and tradename | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, intangible assets | 939 | ||||||
Metenova Holding AB | Non-compete agreements | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, intangible assets | 787 | ||||||
FlexBiosys, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | 1,090 | ||||||
Accounts receivable | 683 | ||||||
Inventory | 667 | ||||||
Prepaid expenses and other current assets | 35 | ||||||
Property and equipment | 12,034 | ||||||
Operating lease right of use asset | 3,537 | ||||||
Other assets | 10 | ||||||
Business combination, intangible assets | $ 12,600 | ||||||
Goodwill | 14,321 | ||||||
Accounts payable | (136) | ||||||
Accrued liabilities | 314 | ||||||
Operating lease liability | 39 | ||||||
Operating lease liability, long-term | 3,498 | ||||||
Fair value of net assets acquired | 41,030 | ||||||
FlexBiosys, Inc. | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, intangible assets | 2,530 | ||||||
FlexBiosys, Inc. | Developed technology | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, intangible assets | 9,860 | ||||||
FlexBiosys, Inc. | Trademark and tradename | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, intangible assets | 30 | ||||||
FlexBiosys, Inc. | Non-compete agreements | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, intangible assets | $ 220 | ||||||
BioFlex And NTM Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | 2,870 | ||||||
Accounts receivable | 1,408 | ||||||
Inventory | 741 | ||||||
Prepaid expenses and other current assets | 126 | ||||||
Property and equipment | 34 | ||||||
Operating lease right of use asset | 1,034 | ||||||
Business combination, intangible assets | $ 17,200 | ||||||
Goodwill | 9,834 | ||||||
Long term deferred tax asset | 81 | ||||||
Accounts payable | (224) | ||||||
Accrued liabilities | (450) | ||||||
Operating lease liability | (1,030) | ||||||
Operating lease liability, long-term | (3) | ||||||
Fair value of net assets acquired | 31,571 | ||||||
BioFlex And NTM Acquisition | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, intangible assets | 13,240 | ||||||
BioFlex And NTM Acquisition | Developed technology | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, intangible assets | 3,540 | ||||||
BioFlex And NTM Acquisition | Trademark and tradename | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, intangible assets | 310 | ||||||
BioFlex And NTM Acquisition | Non-compete agreements | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, intangible assets | 60 | ||||||
Avitide, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | 572 | ||||||
Accounts receivable | 228 | ||||||
Inventory | 332 | ||||||
Prepaid expenses and other current assets | 114 | ||||||
Property and equipment | 1,862 | ||||||
Operating lease right of use asset | 3,648 | ||||||
Business combination, intangible assets | $ 46,700 | ||||||
Goodwill | 197,476 | ||||||
Long term deferred tax asset | 1,525 | ||||||
Accounts payable | (215) | ||||||
Accrued liabilities | (2,183) | ||||||
Operating lease liability | (698) | ||||||
Operating lease liability, long-term | (2,950) | ||||||
Other liabilities | 58 | ||||||
Fair value of net assets acquired | 246,303 | ||||||
Avitide, Inc. | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, intangible assets | 24,580 | ||||||
Avitide, Inc. | Developed technology | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, intangible assets | 20,650 | ||||||
Avitide, Inc. | Trademark and tradename | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, intangible assets | 1,210 | ||||||
Avitide, Inc. | Non-compete agreements | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, intangible assets | 210 | ||||||
Polymem S.A. | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | 353 | ||||||
Net working capital (excluding cash and inventory step-up) | 414 | ||||||
Inventory | 543 | ||||||
Property and equipment | 3,145 | ||||||
Operating lease right of use asset | 1,424 | ||||||
Other assets | 41 | ||||||
Business combination, intangible assets | 9,100 | ||||||
Goodwill | 35,680 | ||||||
Operating lease liability | (1,253) | ||||||
Long term deferred tax liability | (2,327) | ||||||
Other liabilities | 143 | ||||||
Fair value of net assets acquired | 46,973 | ||||||
Polymem S.A. | Developed technology | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, intangible assets | 8,274 | ||||||
Polymem S.A. | Trademark and tradename | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, intangible assets | 510 | ||||||
Polymem S.A. | Non-compete agreements | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, intangible assets | $ 312 |
Acquisitions - Estimated Useful
Acquisitions - Estimated Useful Life and Fair Value (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Metenova Holding AB | ||
Fair Value | $ 58,762 | |
FlexBiosys, Inc. | ||
Fair Value | $ 12,640 | |
BioFlex And NTM Acquisition | ||
Fair Value | $ 17,150 | |
Avitide, Inc. | ||
Fair Value | 46,650 | |
Polymem S.A. | ||
Fair Value | $ 9,096 | |
Customer Relationships [Member] | Metenova Holding AB | ||
Weighted Average Useful Life (in years) | 15 years | |
Fair Value | $ 12,659 | |
Customer Relationships [Member] | FlexBiosys, Inc. | ||
Weighted Average Useful Life (in years) | 12 years | |
Fair Value | $ 2,530 | |
Customer Relationships [Member] | BioFlex And NTM Acquisition | ||
Weighted Average Useful Life (in years) | 10 years | |
Fair Value | $ 13,240 | |
Customer Relationships [Member] | Avitide, Inc. | ||
Weighted Average Useful Life (in years) | 13 years | |
Fair Value | $ 24,580 | |
Developed Technology Rights [Member] | Metenova Holding AB | ||
Weighted Average Useful Life (in years) | 15 years | |
Fair Value | $ 44,377 | |
Developed Technology Rights [Member] | FlexBiosys, Inc. | ||
Weighted Average Useful Life (in years) | 16 years | |
Fair Value | $ 9,860 | |
Developed Technology Rights [Member] | BioFlex And NTM Acquisition | ||
Weighted Average Useful Life (in years) | 11 years | |
Fair Value | $ 3,540 | |
Developed Technology Rights [Member] | Avitide, Inc. | ||
Weighted Average Useful Life (in years) | 15 years | |
Fair Value | $ 20,650 | |
Developed Technology Rights [Member] | Polymem S.A. | ||
Weighted Average Useful Life (in years) | 13 years | |
Fair Value | $ 8,274 | |
Trademark and tradename [Member] | Metenova Holding AB | ||
Weighted Average Useful Life (in years) | 15 years | |
Fair Value | $ 939 | |
Trademark and tradename [Member] | FlexBiosys, Inc. | ||
Weighted Average Useful Life (in years) | 4 years | |
Fair Value | $ 30 | |
Trademark and tradename [Member] | BioFlex And NTM Acquisition | ||
Weighted Average Useful Life (in years) | 15 years | |
Fair Value | $ 310 | |
Trademark and tradename [Member] | Avitide, Inc. | ||
Weighted Average Useful Life (in years) | 18 years | |
Fair Value | $ 1,210 | |
Trademark and tradename [Member] | Polymem S.A. | ||
Weighted Average Useful Life (in years) | 14 years | |
Fair Value | $ 510 | |
Noncompete Agreements [Member] | Metenova Holding AB | ||
Weighted Average Useful Life (in years) | 2 years | |
Fair Value | $ 787 | |
Noncompete Agreements [Member] | FlexBiosys, Inc. | ||
Weighted Average Useful Life (in years) | 5 years | |
Fair Value | $ 220 | |
Noncompete Agreements [Member] | BioFlex And NTM Acquisition | ||
Weighted Average Useful Life (in years) | 3 years | |
Fair Value | $ 60 | |
Noncompete Agreements [Member] | Avitide, Inc. | ||
Weighted Average Useful Life (in years) | 3 years | |
Fair Value | $ 210 | |
Noncompete Agreements [Member] | Polymem S.A. | ||
Weighted Average Useful Life (in years) | 5 years | |
Fair Value | $ 312 |
Restructuring Plan - Additional
Restructuring Plan - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | $ 32,200 |
Non cash inventory adjustment | $ 27,600 |
Restructuring Plan - Summary of
Restructuring Plan - Summary of Restructuring Activities by Type of Cost (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | $ 32,200 |
Severance & employee-related costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 3,725 |
Inventory adjustments | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 23,588 |
Accelerated depreciation | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 3,816 |
Facility and other exit costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 1,071 |
Cost of product revenue | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 30,386 |
Cost of product revenue | Severance & employee-related costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 2,077 |
Cost of product revenue | Inventory adjustments | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 23,588 |
Cost of product revenue | Accelerated depreciation | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 3,788 |
Cost of product revenue | Facility and other exit costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 933 |
Research and development | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 116 |
Research and development | Severance & employee-related costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 116 |
Research and development | Inventory adjustments | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 0 |
Research and development | Accelerated depreciation | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 0 |
Research and development | Facility and other exit costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 0 |
Selling, general and administrative | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 1,698 |
Selling, general and administrative | Severance & employee-related costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 1,532 |
Selling, general and administrative | Inventory adjustments | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 0 |
Selling, general and administrative | Accelerated depreciation | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 28 |
Selling, general and administrative | Facility and other exit costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | $ 138 |
Restructuring Plan - Summary _2
Restructuring Plan - Summary of Activity Related to Restructuring Plan (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | $ 32,200 |
Amount Paid | (4,105) |
Non-Cash Restructuring Items | (27,631) |
Restructuring Liability | 464 |
Severance & employee-related costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 3,725 |
Amount Paid | (3,044) |
Non-Cash Restructuring Items | (217) |
Restructuring Liability | 464 |
Inventory adjustments | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 23,588 |
Amount Paid | 0 |
Non-Cash Restructuring Items | (23,588) |
Restructuring Liability | 0 |
Accelerated depreciation | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 3,816 |
Amount Paid | 0 |
Non-Cash Restructuring Items | (3,816) |
Restructuring Liability | 0 |
Facility exit and other exit costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 1,071 |
Amount Paid | (1,061) |
Non-Cash Restructuring Items | (10) |
Restructuring Liability | $ 0 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) ft² | Dec. 31, 2022 USD ($) | |
Leases [Abstract] | ||
Operating lease right of use assets | $ 115,515 | $ 125,023 |
Operating lease liabilities | 159,037 | 138,300 |
Operating lease liabilities excluding control not conveyed leases | $ 132,209 | $ 138,346 |
Expansion of existing premises | ft² | 43,833 | |
Increase decrease in operating lease asset | $ 4,000 |
Leases - Summary of Maturities
Leases - Summary of Maturities of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | |||
2024 | $ 22,585 | ||
2025 | 25,645 | ||
2026 | 25,406 | ||
2027 | 23,944 | ||
2028 | 24,382 | ||
2029 and thereafter | 79,435 | ||
Total future minimum lease payments | [1] | 201,397 | |
Less lease incentives | (9,765) | ||
Less amount of lease payment representing interest | (32,595) | ||
Operating lease liabilities | $ 159,037 | $ 138,300 | |
[1] The future minimum lease payments include obligations for leases not yet commenced of $ 26.8 million for manufacturing, office and warehouse facilities. These leases have terms of between 5 and 10 years and commence during the first quarter of 2024. |
Leases - Summary of Maturitie_2
Leases - Summary of Maturities of Operating Lease Liabilities (parenthetical) (Detail) $ in Millions | Dec. 31, 2023 USD ($) |
Operating Leased Assets [Line Items] | |
Lease obligations not yet commenced | $ 26.8 |
Minimum [Member] | |
Operating Leased Assets [Line Items] | |
Lease obligation terms | 5 years |
Maximum [Member] | |
Operating Leased Assets [Line Items] | |
Lease obligation terms | 10 years |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Liability (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease liability | $ 5,631 | $ 6,957 |
Operating lease liability, long-term | 126,578 | 131,389 |
Minimum operating lease payments | 159,037 | 138,300 |
Minimum operating lease payments | $ 132,209 | $ 138,346 |
Leases - Summary of Operating_2
Leases - Summary of Operating Lease Cost (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease cost | $ 20,981 | $ 17,833 | $ 9,838 |
Variable operating lease cost | 4,075 | 11,317 | 7,118 |
Lease cost | $ 25,056 | $ 29,150 | $ 16,956 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Disclosure of Cash Flows Related to Operating Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease cost | $ (17,862) | $ (13,757) | $ (8,863) |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Discount Rate and Lease Term Used in Calculating Lease Liabilities (Detail) | Dec. 31, 2023 |
Leases [Abstract] | |
Weighted average remaining lease term (years) | 7 years 8 months 26 days |
Weighted average discount rate | 4.13% |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 638,764 | $ 801,536 | $ 670,534 | |
Product Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 638,381 | [1] | 801,183 | 670,319 |
Royalty and Other Income | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 383 | $ 353 | $ 215 | |
[1] 2023 revenue for filtration products includes revenue related to FlexBiosys, Inc. (“FlexBiosys”) from April 17, 2023, as well as Metenova Holding AB (“Metenova”) from October 2, 2023. |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 638,764,000 | $ 801,536,000 | $ 670,534,000 |
Revenue Benchmark [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 0 | $ 0 | |
Revenue Benchmark [Member] | Minimum [Member] | Customer Concentration Risk [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Concentration Risk, Percentage | 10% | 10% | |
Pfizer Inc. | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 68,300,000 | ||
Pfizer Inc. | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Concentration Risk, Percentage | 10% | ||
Pfizer Inc. | Revenue Benchmark [Member] | Minimum [Member] | Customer Concentration Risk [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Concentration Risk, Percentage | 10% |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Receivables and Deferred Revenue from Contracts with Customers (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Balances from contracts with customers only: | ||
Accounts receivable | $ 124,161 | $ 116,247 |
Deferred revenue (included in accrued liabilities and other noncurrent liabilities in the consolidated balance sheets) | 10,755 | 19,631 |
Revenue recognized during periods presented relating to: | ||
The beginning deferred revenue balance | $ 18,751 | $ 13,390 |
Credit Losses - Additional Info
Credit Losses - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Credit Loss [Abstract] | ||
Accounts receivable | $ 124,161 | $ 116,247 |
Accounts receivable, reserve for doubtful accounts | $ 2,122 | $ 1,365 |
Credit Losses - Summary Of Allo
Credit Losses - Summary Of Allowance For Credit Losses For Accounts Receivables (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Credit Loss [Abstract] | ||
Beginning balance | $ (1,365) | $ (1,417) |
Current period change for write-offs | 82 | 126 |
Current period change for expected credit losses | (839) | (74) |
Ending balance | $ (2,122) | $ (1,365) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Value of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | ||
Balance | $ 855,513 | $ 860,362 |
Cumulative translation adjustment | 1,508 | (2,735) |
Balance | 987,120 | 855,513 |
BioFlex | ||
Goodwill [Line Items] | ||
Measurement period adjustments | (346) | |
Avitide, Inc. | ||
Goodwill [Line Items] | ||
Balance | 197,476 | |
Measurement period adjustments | (1,768) | |
Balance | $ 197,476 | |
FlexBiosys, Inc. | ||
Goodwill [Line Items] | ||
Goodwill arising from Acquisition | 14,321 | |
Balance | 14,321 | |
Metenova Holding AB | ||
Goodwill [Line Items] | ||
Goodwill arising from Acquisition | 115,778 | |
Balance | $ 115,778 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 532,454 | $ 454,130 |
Gross Carrying Value | 533,154 | 454,830 |
Accumulated Amortization | (132,668) | (101,154) |
Accumulated Amortization | (132,668) | (101,154) |
Net Carrying Value | 399,786 | 352,976 |
Net Carrying Value | $ 400,486 | $ 353,676 |
Weighted Average Useful Life (in years) | 15 years | 16 years |
Trademarks | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 8,757 | $ 7,682 |
Gross Carrying Value | 700 | 700 |
Accumulated Amortization | (1,789) | (1,319) |
Net Carrying Value | 6,968 | 6,363 |
Net Carrying Value | $ 700 | $ 700 |
Weighted Average Useful Life (in years) | 19 years | 19 years |
Technology—developed | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 249,594 | $ 190,463 |
Accumulated Amortization | (44,162) | (30,992) |
Net Carrying Value | $ 205,432 | $ 159,471 |
Weighted Average Useful Life (in years) | 16 years | 16 years |
Patents | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 240 | $ 240 |
Accumulated Amortization | (240) | (240) |
Net Carrying Value | $ 0 | $ 0 |
Weighted Average Useful Life (in years) | 8 years | 8 years |
Customer relationships | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 269,949 | $ 252,934 |
Accumulated Amortization | (83,963) | (66,559) |
Net Carrying Value | $ 185,986 | $ 186,375 |
Weighted Average Useful Life (in years) | 15 years | 15 years |
Other intangibles | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 3,914 | $ 2,811 |
Accumulated Amortization | (2,514) | (2,044) |
Net Carrying Value | $ 1,400 | $ 767 |
Weighted Average Useful Life (in years) | 3 years | 4 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Liabilities [Line Items] | |||
Amortization expense | $ 31.1 | $ 27.1 | $ 22.1 |
Impairment of intangible assets | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Amortization Expense for Amortized Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Liabilities [Line Items] | ||
2024 | $ 34,314 | |
2025 | 33,879 | |
2026 | 33,524 | |
2027 | 33,421 | |
2028 | 32,689 | |
2029 and thereafter | 231,959 | |
Net Carrying Value | $ 399,786 | $ 352,976 |
Consolidated Balance Sheet De_3
Consolidated Balance Sheet Detail - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Raw materials | $ 123,598 | $ 149,438 |
Work-in-process | 4,492 | 6,183 |
Finished products | 74,231 | 82,656 |
Total inventories, net | $ 202,321 | $ 238,277 |
Consolidated Balance Sheet De_4
Consolidated Balance Sheet Detail - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expenses And Other Current Assets [Line Items] | ||
Equipment maintenance and services | $ 6,605 | $ 7,135 |
Prepaid income taxes | 10,229 | 519 |
Prepaid insurance | 3,087 | 1,909 |
Other | 13,317 | 10,274 |
Total prepaid expenses and other current assets | $ 33,238 | $ 19,837 |
Consolidated Balance Sheet De_5
Consolidated Balance Sheet Detail - Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Land | $ 992 | $ 1,003 |
Buildings | 1,667 | 1,599 |
Leasehold improvements | 126,663 | 115,672 |
Equipment | 114,606 | 94,613 |
Furniture, fixtures and office equipment | 9,077 | 8,307 |
Computer hardware and software | 35,528 | 29,813 |
Construction in progress | 47,086 | 31,553 |
Other | 544 | 420 |
Total property, plant and equipment | 336,163 | 282,980 |
Less - Accumulated depreciation | (128,723) | (92,307) |
Total property, plant and equipment, net | $ 207,440 | $ 190,673 |
Consolidated Balance Sheet De_6
Consolidated Balance Sheet Detail - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Depreciation | $ 37 | $ 23.9 | $ 16.4 |
Consolidated Balance Sheet De_7
Consolidated Balance Sheet Detail - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Accrued Liabilities [Line Items] | ||
Employee compensation | $ 16,660 | $ 33,522 |
Deferred revenue | 10,287 | 19,283 |
Income taxes payable | 6,814 | 2,459 |
Other | 16,772 | 15,856 |
Total accrued liabilities | $ 50,533 | $ 71,120 |
Income Taxes - Income Before In
Income Taxes - Income Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Income Before Income Tax [Line Items] | |||
Domestic | $ (17,601) | $ 153,446 | $ 81,984 |
Foreign | 81,733 | 65,694 | 71,559 |
Income before income taxes | $ 64,132 | $ 219,140 | $ 153,543 |
Income Taxes - Current, Deferre
Income Taxes - Current, Deferred and Equity Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Line Items] | |||
Current | $ 20,238 | $ 34,800 | $ 20,166 |
Deferred | 2,317 | (1,619) | 5,086 |
Total | $ 22,555 | $ 33,181 | $ 25,252 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes by Jurisdiction (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Line Items] | |||
Federal | $ 3,512 | $ 17,662 | $ 8,321 |
State | 142 | 1,381 | 1,251 |
Foreign | 18,901 | 14,138 | 15,680 |
Total | $ 22,555 | $ 33,181 | $ 25,252 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Line Items] | |||
Net operating loss carry forwards | $ 4,900 | ||
Net operating loss and business tax credit carry forwards expiration date | at various dates through 2043 | ||
Valuation allowance increase (decrease) | $ 1,000 | $ 700 | |
Impact of unrecognized tax benefits on effective tax rate | 3,100 | ||
Interest and penalties related to income taxes | 15,000 | 24,000 | |
Interest and penalties accrued | 67,000 | 52,000 | |
Unrecognized tax benefits decreases resulting from current period tax positions | 1,100 | ||
Retained Earnings (Accumulated Deficit) | 438,849 | $ 397,272 | |
Undistributed earnings of foreign subsidiaries | 212,400 | ||
Foreign earnings subject to one time transition tax | 5,700 | ||
State | |||
Income Taxes [Line Items] | |||
Net operating loss carry forwards | 1,500 | ||
State | Tax Year 2043 Member | |||
Income Taxes [Line Items] | |||
Business tax credits carry forwards | 5,000 | ||
Federal and State | |||
Income Taxes [Line Items] | |||
Net operating loss carry forwards | $ 31,100 | ||
nflation Reduction Act Of Two Thousand Twenty Two | |||
Income Taxes [Line Items] | |||
Percentage of alternative minimum tax | 15% |
Income Taxes - Consolidated Def
Income Taxes - Consolidated Deferred Tax Assets (Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Stock-based compensation expense | $ 5,120 | $ 5,323 |
Operating leases | 30,727 | 31,564 |
Capitalized research and development | 17,568 | 9,102 |
Inventory | 10,131 | 5,983 |
Net operating loss carryforwards | 7,578 | 9,808 |
Business tax credit carryforwards | 4,697 | 2,639 |
Other | 5,314 | 4,440 |
Total deferred tax assets | 81,135 | 68,859 |
Less: valuation allowance | (20) | (19) |
Net deferred tax assets | 81,115 | 68,840 |
Deferred tax liabilities: | ||
Fixed assets | (17,716) | (18,965) |
Acquired intangible assets | (56,956) | (43,549) |
Operating lease right of use assets | (26,373) | (28,486) |
Debt discount | (19,006) | 0 |
Total deferred tax liabilities | (120,051) | (91,000) |
Total net deferred tax liabilities | $ (38,936) | $ (22,160) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Statutory Rate to Effective Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Rate Reconciliation [Line Items] | |||
Income before income taxes | $ 64,132 | $ 219,140 | $ 153,543 |
Expected tax at statutory rate | 13,469 | 46,020 | 32,247 |
Adjustments due to: | |||
Difference between U.S. and foreign tax | 1,084 | 1,024 | 530 |
State income tax | 1,387 | 3,509 | 1,462 |
Business tax credits | (4,522) | (5,139) | (2,239) |
Stock-based compensation expense | (2,461) | (5,638) | (9,049) |
U.S. taxation of foreign earnings | 343 | 83 | 30 |
Foreign-derived intangible income | (88) | (5,042) | (2,547) |
Executive compensation | 3,084 | 5,441 | 3,397 |
Contingent consideration | (6,412) | (6,033) | 1,232 |
Loss on extinguishment of debt | 2,634 | 0 | 0 |
Debt discount | 16,650 | 0 | 0 |
Foreign exchange loss | (2,288) | 0 | 0 |
Uncertain tax provisions | 165 | 234 | (443) |
Change in valuation allowance | 0 | (688) | (48) |
Return to provision adjustments | (1,255) | (498) | (50) |
Other | 765 | (92) | 730 |
Total | $ 22,555 | $ 33,181 | $ 25,252 |
Expected tax at statutory rate | 21% | 21% | 21% |
Adjustments due to: | |||
Difference between U.S. and foreign tax | 1.70% | 0.50% | 0.30% |
State income and franchise tax | 2.20% | 1.60% | 1% |
Business tax credits | (7.10%) | (2.30%) | (1.50%) |
Stock-based compensation expense | (3.80%) | (2.60%) | (5.90%) |
U.S. taxation of foreign earnings | 0.50% | 0% | 0% |
Foreign-derived intangible income | (0.10%) | (2.30%) | (1.70%) |
Executive compensation | 4.80% | 2.50% | 2.20% |
Contingent consideration | (10.00%) | (2.80%) | 0.80% |
Loss on extinguishment of debt | 4.10% | 0% | 0% |
Debt discount | 26% | 0% | 0% |
Foreign exchange loss | (3.60%) | 0% | 0% |
Uncertain tax provisions | 0.30% | 0.10% | (0.30%) |
Change in valuation allowance | 0% | (0.30%) | 0% |
Return to provision adjustments | (2.00%) | (0.20%) | 0% |
Other | 1.20% | 0% | 0.50% |
Income tax provision | 35.20% | 15.10% | 16.40% |
Income Taxes - Summary of Tax R
Income Taxes - Summary of Tax Returns Periods Subject to Examination by Federal, State and Foreign Tax Authorities (Detail) | 12 Months Ended |
Dec. 31, 2023 | |
United States | Earliest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2019 |
United States | Latest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2023 |
Sweden | Earliest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2018 |
Sweden | Latest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2023 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Balance of gross unrecognized tax benefits, beginning of period | $ 2,996 | $ 2,786 |
Gross amounts of increases in unrecognized tax benefits as a result of tax positions taken in the current period | 178 | 146 |
Gross amounts of decreases in unrecognized tax benefits as a result of tax positions taken in the prior period | 53 | 64 |
Gross amounts of decrease due to release | (88) | 0 |
Balance of gross unrecognized tax benefits, end of period | $ 3,139 | $ 2,996 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 29, 2023 | Dec. 14, 2023 | Dec. 06, 2023 | May 31, 2023 | Dec. 31, 2018 | |
Stockholders Equity Note Disclosure [Line Items] | |||||||||
Common stock, shares issued | 55,766,078 | 55,766,078 | 55,557,698 | ||||||
Exercised number of shares | 40,211 | ||||||||
Stock-based compensation | $ 25,575 | $ 27,316 | $ 27,500 | ||||||
Stock options, outstanding | 649,130 | 649,130 | 609,965 | ||||||
Restricted stock units, outstanding | 474,320 | 474,320 | 531,034 | ||||||
Aggregate intrinsic value of stock options exercised | $ 5,800 | $ 14,100 | $ 20,300 | ||||||
Weighted average grant date fair value of share-based awards granted | $ 84.37 | $ 87.40 | $ 88.01 | ||||||
Total fair value of stock options vested | $ 4,700 | $ 3,100 | $ 3,000 | ||||||
Weighted average grant date fair value of restricted stock units granted | $ 170.03 | ||||||||
Total unrecognized compensation cost | $ 63,800 | $ 63,800 | |||||||
Unrecognized compensation cost, weighted average remaining requisite service period | 2 years 10 months 2 days | ||||||||
Number of unvested options and restricted stock units | 2,185,873 | 2,185,873 | |||||||
Avitide Llc | |||||||||
Stockholders Equity Note Disclosure [Line Items] | |||||||||
Common stock, shares issued | 42,621 | ||||||||
Earnout consideration earned | 50% | ||||||||
2018 Plan | |||||||||
Stockholders Equity Note Disclosure [Line Items] | |||||||||
Common stock shares reserved for Issuance | 2,778,000 | ||||||||
Incentive options, vesting period | 1,671,408 | 1,671,408 | |||||||
Common Stock | |||||||||
Stockholders Equity Note Disclosure [Line Items] | |||||||||
Repurchase of common stock (in shares) | (92,090) | ||||||||
Restricted Stock Units (RSUs) | |||||||||
Stockholders Equity Note Disclosure [Line Items] | |||||||||
Closing price of common stock | $ 179.80 | ||||||||
Unvested Options [Member] | |||||||||
Stockholders Equity Note Disclosure [Line Items] | |||||||||
Incentive options, vesting period | 5 years | ||||||||
Restricted Stock And Performance Stock Units [Member] | |||||||||
Stockholders Equity Note Disclosure [Line Items] | |||||||||
Aggregate intrinsic value of restricted stock units vested | $ 35,700 | 43,900 | 46,500 | ||||||
Total grant date fair value of restricted stock units vested | $ 26,200 | $ 22,700 | $ 13,900 | ||||||
Non Employee Director Stock Option[Member] | |||||||||
Stockholders Equity Note Disclosure [Line Items] | |||||||||
Estimated forfeiture rates | 0% | 0% | |||||||
Non-Executive [Member] | Employee Stock Option | |||||||||
Stockholders Equity Note Disclosure [Line Items] | |||||||||
Estimated forfeiture rates | 8% | 8% | |||||||
Non-Executive [Member] | Restricted Stock And Performance Stock Units [Member] | |||||||||
Stockholders Equity Note Disclosure [Line Items] | |||||||||
Estimated forfeiture rates | 8% | 8% | |||||||
Executive Officer [Member] | Employee Stock Option | |||||||||
Stockholders Equity Note Disclosure [Line Items] | |||||||||
Estimated forfeiture rates | 3% | 3% | |||||||
Executive Officer [Member] | Restricted Stock And Performance Stock Units [Member] | |||||||||
Stockholders Equity Note Disclosure [Line Items] | |||||||||
Estimated forfeiture rates | 3% | 3% | |||||||
1.00% Convertible Senior Notes due 2028 | |||||||||
Stockholders Equity Note Disclosure [Line Items] | |||||||||
Net proceeds from public offering | $ 14,400 | ||||||||
Repurchase of common stock (in shares) | 92,090 | ||||||||
Closing price of common stock | $ 156.22 | $ 156.22 | $ 156.2 | ||||||
Share repurchase amount | $ 25,000 | $ 25,000 | |||||||
Aggregate principal amount | 600,000 | 600,000 | $ 290,100 | ||||||
1.00% Convertible Senior Notes due 2028 | Common Stock | |||||||||
Stockholders Equity Note Disclosure [Line Items] | |||||||||
Aggregate principal amount | $ 1,000 | $ 1,000 |
Stockholders' Equity -Stock-Bas
Stockholders' Equity -Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation | $ 25,575 | $ 27,316 | $ 27,500 |
Cost of product revenue | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation | 1,933 | 2,525 | 2,021 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation | 2,855 | 2,622 | 2,856 |
Selling, general and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation | $ 20,787 | $ 22,169 | $ 22,623 |
Stockholders' Equity - Estimate
Stockholders' Equity - Estimated Weighted Average Assumptions (Detail) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility (range), minimum | 44.78% | 41.44% | 44.57% |
Expected volatility (range), maximum | 46.58% | 43.96% | 45.27% |
Risk-free interest rate, minimum | 3.56% | 1.86% | 0.77% |
Risk-free interest rate, maximum | 4.71% | 4.07% | 1.07% |
Expected dividend yield | 0% | 0% | 0% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 1 month 20 days | 5 years 6 months | 5 years 6 months |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 6 months | 6 years 6 months | 6 days 12 hours |
Stockholders' Equity -Summary o
Stockholders' Equity -Summary of Option Activity (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) $ / shares shares | ||
Options Outstanding | ||
Options outstanding at December 31, 2022 | shares | shares | 609,965 | |
Granted | shares | shares | 90,305 | |
Exercised | shares | shares | (40,211) | |
Forfeited/expired/cancelled | Shares | shares | (10,929) | |
Options outstanding at December 31, 2023 | shares | shares | 649,130 | |
Options exercisable at December 31, 2023 | shares | shares | 364,443 | |
Vested and expected to vest at December 31, 2021 | shares | shares | 635,834 | [1] |
Weighted-Average Exercise Price Per Share | ||
Options outstanding at December 31, 2022 | $ / shares | $ 71.74 | |
Granted | $ / shares | 168.22 | |
Exercised | $ / shares | 26.76 | |
Forfeited/expired/cancelled | $ / shares | 189.46 | |
Options outstanding at December 31, 2023 | $ / shares | 85.97 | |
Options exercisable at December 31, 2023 | $ / shares | 65.53 | |
Vested and expected to vest at December 31, 2022 | $ / shares | $ 85.49 | [1] |
Weighted-Average Remaining Contractual Term (in years) | ||
Vested and expected to vest at December 31, 2021 | 5 years 7 months 2 days | [1] |
Aggregate Intrinsic Value | ||
Vested and expectd to vest at December 31, 2021 | $ | $ 61,888 | [1] |
[1] Represents the number of vested options as of December 31, 2023 plus the number of unvested options expected to vest as of December 31, 2023, based on the unvested outstanding options at December 31, 2023 adjusted for estimated forfeiture rates of 8 % for awards granted to non-executive level employees and 3 % for awards granted to executive level employees. |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Option Activity (Parenthetical) (Detail) - Employee Stock Option | Dec. 31, 2023 |
Awards Granted to Non-Executive Level Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated forfeiture rates | 8% |
Awards Granted to Executive Level Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated forfeiture rates | 3% |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Restricted Stock Unit Activity (Detail) | 12 Months Ended | |
Dec. 31, 2023 $ / shares shares | ||
Options Outstanding | ||
Shares, Unvested at December 31, 2022 | shares | 531,034 | |
Shares Awarded | shares | 212,338 | |
Shares, Vested | shares | (195,672) | |
Shares, Forfeited/cancelled | shares | (73,380) | |
Shares, Unvested at December 31, 2023 | shares | 474,320 | |
Shares, Vested and expected to vest at December 31, 2023 | shares | 413,249 | [1] |
Weighted-Average Remaining Contractual Term (in years) | ||
Weighted Average, Unvested at December 31,2022 | $ / shares | $ 142.57 | |
Weighted Average, Awarded | $ / shares | 170.03 | |
Weighted Average, Vested | $ / shares | 124.58 | |
Weighted Average, Forfeited/Cancelled | $ / shares | 177.81 | |
Weighted Average, Unvested at December 31, 2023 | $ / shares | 155.59 | |
Weighted Average, Vested and expected to vest at December 31, 2023 | $ / shares | $ 152.74 | [1] |
[1] Represents the number of vested stock units as of December 31, 2023, plus the number of unvested stock units expected to vest as of December 31, 2023, based on the unvested outstanding stock units at December 31, 2023 adjusted for estimated forfeiture rates of 8 % for awards granted to non-executive level employees and 3 % for awards granted to executive level employees. |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Restricted Stock Unit Activity (Parenthetical) (Detail) - Restricted Stock Units and Performance Stock Units | Dec. 31, 2023 |
Awards Granted to Non-Executive Level Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated forfeiture rates | 8% |
Awards Granted to Executive Level Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated forfeiture rates | 3% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies [Line Items] | |||
Outstanding obligation | $ 34.3 | ||
NGL Impact A [Member] | Research and Development Arrangement [Member] | |||
Commitments and Contingencies [Line Items] | |||
Royalty Expense | $ 3.8 | $ 2.6 | $ 2.3 |
Convertible Senior Notes - Carr
Convertible Senior Notes - Carrying Value of Convertible Senior Notes (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 14, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | |||
Total convertible senior notes | $ 69,452 | $ 284,615 | |
Total convertible senior notes | 510,143 | 0 | |
0.375% Convertible Senior Notes due 2024 | |||
Debt Instrument [Line Items] | |||
Principal amount | 69,700 | $ 217,700 | 287,470 |
Unamortized debt issuance costs | (248) | (2,855) | |
Total convertible senior notes | 69,452 | 284,615 | |
1.00% Convertible Senior Notes due 2028 | |||
Debt Instrument [Line Items] | |||
Principal amount | 600,000 | $ 309,900 | 0 |
Unamortized debt discount | (81,457) | 0 | |
Unamortized debt issuance costs | (8,400) | 0 | |
Total convertible senior notes | $ 510,143 | $ 0 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Dec. 14, 2023 USD ($) | Jul. 19, 2019 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2023 USD ($) Days $ / shares | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 06, 2023 $ / shares | Jul. 31, 2019 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Proceeds from issuance of 2023 Convertible Senior Notes | $ 290,094 | $ 0 | $ 0 | ||||||
Payment of debt issuance costs | 7,253 | 0 | 0 | ||||||
Gain (Loss) on Extinguishment of Debt | (12,676) | 0 | 0 | ||||||
Debt instrument convertible in to equity settled | $ 100 | ||||||||
Notes redemption price | 25% | ||||||||
Amortization of debt discount and issuance costs | $ 2,448 | 1,815 | 11,530 | ||||||
Amortization of debt issuance costs | 8,075 | 1,815 | 1,436 | ||||||
Additional paid-in capital | $ 1,569,227 | $ 1,569,227 | 1,569,227 | 1,547,266 | |||||
Deferred Tax Liabilities | 38,936 | 38,936 | 38,936 | 22,160 | |||||
Current liabilities | 158,162 | 158,162 | 158,162 | 404,196 | |||||
Conversion of Convertible Securities Stock Issued | value | 2,791 | ||||||||
Loss on extinguishment of debt | (12,676) | 0 | $ 0 | ||||||
Additional Paid-in Capital | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion of Convertible Securities Stock Issued | value | 2,791 | ||||||||
1.00% Convertible Senior Notes due 2028 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 290,100 | $ 600,000 | $ 600,000 | $ 600,000 | |||||
Debt istrument cancelled | 309,900 | ||||||||
Notes for cash | 290,100 | ||||||||
Notes, interest rate | 1% | 1% | 1% | ||||||
Payment of debt issuance costs | $ 6,200 | ||||||||
Unamortized debt issuance costs | $ (8,400) | $ (8,400) | (8,400) | 0 | |||||
Aggregate debt discount | $ 81,457 | $ 81,457 | $ 81,457 | 0 | |||||
Interest repayment terms | Interest is payable semi-annually in arrears on each June 15 and December 15, commencing on June 15, 2024 | ||||||||
Notes, due date | Dec. 15, 2028 | ||||||||
Notes conversion ratio per $1,000 principal amount | 4,924.7000 | ||||||||
Notes initial conversion price | $ / shares | $ 203.06 | $ 203.06 | $ 203.06 | ||||||
Premium over sale price | 30% | ||||||||
Share Price | $ / shares | $ 156.22 | $ 156.22 | $ 156.22 | $ 156.2 | |||||
Notes redemption price | 100% | ||||||||
Contractual coupon interest | $ 200 | ||||||||
Amortization of debt discount and issuance costs | 600 | ||||||||
Amortization of debt issuance costs | $ 100 | ||||||||
Effective interest rate on the Notes | 4.39% | 4.39% | 4.39% | ||||||
Notes, carrying value | $ 510,100 | $ 510,100 | $ 510,100 | ||||||
Proceeds from issuance of common stock, net of issuance costs | 14,400 | ||||||||
Fair value of the note | 596,000 | 596,000 | 596,000 | ||||||
1.00% Convertible Senior Notes due 2028 | Common Stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 1,000 | $ 1,000 | $ 1,000 | ||||||
0.375% Convertible Senior Notes due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | 69,700 | $ 287,500 | $ 287,500 | ||||||
Notes, interest rate | 0.375% | 0.375% | 0.375% | 0.375% | |||||
Proceeds from issuance of 2023 Convertible Senior Notes | $ 278,500 | ||||||||
Unamortized debt issuance costs | $ (248) | $ (248) | $ (248) | $ (2,855) | |||||
Interest repayment terms | Interest is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2020 | ||||||||
Notes, due date | Jul. 15, 2024 | ||||||||
Notes threshold percentage of stock price trigger | 130% | ||||||||
Notes threshold trading days | Days | 20 | ||||||||
Debt instrument amount convertible into equity | 200 | $ 200 | $ 200 | ||||||
Notes threshold consecutive trading days | Days | 30 | ||||||||
Notes conversion ratio per $1,000 principal amount | 8.6749 | ||||||||
Notes initial conversion price | $ / shares | $ 115.28 | ||||||||
Notes redemption price | 100% | 100% | |||||||
Contractual coupon interest | $ 1,000 | ||||||||
Amortization of debt discount and issuance costs | 22,900 | ||||||||
Amortization of debt discount and issuance costs | 1,800 | ||||||||
Effective interest rate on the Notes | 1.02% | ||||||||
Notes, carrying value | 69,500 | $ 69,500 | 69,500 | ||||||
Fair value of the note | 109,800 | 109,800 | $ 109,800 | ||||||
Additional Notes issued | $ 37,500 | ||||||||
Discount rate | 4.50% | ||||||||
Additional paid-in capital | 52,100 | 52,100 | $ 52,100 | ||||||
Transaction costs attributable to liability component | 7,400 | ||||||||
Transaction costs attributable to equity component | 1,600 | 1,600 | 1,600 | ||||||
Deferred Tax Liabilities | 11,400 | 11,400 | 11,400 | ||||||
Net adjustment for the initial | 50,400 | ||||||||
Current liabilities | 69,500 | 69,500 | 69,500 | ||||||
0.375% Convertible Senior Notes due 2024 | Common Stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | 1,000 | ||||||||
Exchange and Subscription Agreements | 1.00% Convertible Senior Notes due 2028 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | 600,000 | ||||||||
Exchanged 2019 Notes | 1.00% Convertible Senior Notes due 2028 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument exchanged amount | 217,700 | ||||||||
Modification of debt | 188,100 | ||||||||
Gain (Loss) on Extinguishment of Debt | 29,600 | 12,700 | |||||||
Unamortized debt issuance costs | (100) | (100) | (100) | ||||||
Loss on extinguishment of debt | 29,600 | 12,700 | |||||||
Modified 2019 Notes | 1.00% Convertible Senior Notes due 2028 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | 79,300 | ||||||||
Payment of debt issuance costs | 6,200 | ||||||||
Unamortized debt issuance costs | (7,800) | (7,800) | (7,800) | ||||||
Aggregate debt discount | 82,100 | ||||||||
Amortization of debt issuance costs | 7,800 | ||||||||
Modified 2019 Notes | 1.00% Convertible Senior Notes due 2028 | Additional Paid-in Capital | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion of Convertible Securities Stock Issued | value | 2,800 | ||||||||
Modified 2019 Notes | 1.00% Convertible Senior Notes due 2028 | Fair value of embedded conversion option | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion of Convertible Securities Stock Issued | value | 2,800 | ||||||||
Subscription Transactions | 1.00% Convertible Senior Notes due 2028 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | 290,100 | 290,100 | $ 290,100 | ||||||
Notes for cash | 290,100 | ||||||||
Proceeds from issuance of 2023 Convertible Senior Notes | 276,100 | ||||||||
Payment of debt issuance costs | 14,000 | ||||||||
Proceeds from issuance of common stock, net of issuance costs | $ 14,400 | ||||||||
2023 Notes | 1.00% Convertible Senior Notes due 2028 | |||||||||
Debt Instrument [Line Items] | |||||||||
Notes redemption price | 100% | ||||||||
Amortization of debt issuance costs | $ 6,300 | ||||||||
Notes, carrying value | 510,100 | 510,100 | 510,100 | ||||||
Fair value of the note | $ 596,000 | $ 596,000 | $ 596,000 | ||||||
Outstanding 2023 Notes | 1.00% Convertible Senior Notes due 2028 | |||||||||
Debt Instrument [Line Items] | |||||||||
Notes redemption price | 100% | ||||||||
Exchange Transaction | 0.375% Convertible Senior Notes due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 69,700 | ||||||||
Minimum | 1.00% Convertible Senior Notes due 2028 | |||||||||
Debt Instrument [Line Items] | |||||||||
Notes redemption price | 25% |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) - Changes in Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance | $ 1,910,700 | $ 1,750,067 | $ 1,529,150 |
Balance | $ 1,971,203 | $ 1,910,700 | $ 1,750,067 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pension Plans, Defined Benefit | Sweden | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Defined contribution plan, company contribution | $ 3 | $ 2.7 | $ 1.8 |
Minimum | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Defined contribution plan, eligible age of employees | 21 years | ||
Defined Contribution 401 K Plan | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Defined contribution plan, company contribution | $ 1 | $ 1.1 | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - Principal Owner - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Spectrum Acquisition, tax preparation and other fees | $ 0.7 | $ 0.7 | $ 0.7 |
Minimum | Spectrum Inc. | |||
Related Party Transaction [Line Items] | |||
Non controlling ownership interest minimum | 5% |