Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 29, 2024 | |
Cover [Abstract] | ||
Amendment Flag | false | |
Document Type | 10-Q | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0000730272 | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Mar. 31, 2024 | |
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 Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 55,875,894 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 780,617 | $ 751,323 |
Accounts receivable, net of reserves of $1,918 and $2,122 at March 31, 2024 and December 31, 2023, respectively | 115,766 | 124,161 |
Inventories, net | 198,033 | 202,321 |
Assets held for sale | 1,016 | 0 |
Prepaid expenses and other current assets | 37,586 | 33,238 |
Total current assets | 1,133,018 | 1,111,043 |
Property, plant and equipment, net | 205,716 | 207,440 |
Intangible assets, net | 388,146 | 400,486 |
Goodwill | 985,963 | 987,120 |
Deferred tax assets | 866 | 1,530 |
Operating lease right of use assets | 134,604 | 115,515 |
Other noncurrent assets | 956 | 1,277 |
Total noncurrent assets | 1,716,251 | 1,713,368 |
Total assets | 2,849,269 | 2,824,411 |
Current liabilities: | ||
Accounts payable | 18,731 | 19,563 |
Operating lease liability | 9,781 | 5,631 |
Current contingent consideration | 24,352 | 12,983 |
Accrued liabilities | 55,971 | 50,533 |
Convertible Senior Notes due 2024, net | 69,480 | 69,452 |
Total current liabilities | 178,315 | 158,162 |
Convertible Senior Notes due 2028, net | 513,918 | 510,143 |
Deferred tax liabilities | 38,238 | 40,466 |
Noncurrent operating lease liability | 144,551 | 126,578 |
Noncurrent contingent consideration | 0 | 14,070 |
Other noncurrent liabilities | 3,646 | 3,789 |
Total noncurrent liabilities | 700,353 | 695,046 |
Total liabilities | 878,668 | 853,208 |
Commitments and contingencies (Note 10) | ||
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; 55,841,318 shares at March 31, 2024 and 55,766,078 shares at December 31, 2023 issued and outstanding | 559 | 558 |
Additional paid-in capital | 1,571,811 | 1,569,227 |
Accumulated other comprehensive loss | (42,712) | (37,431) |
Accumulated earnings | 440,943 | 438,849 |
Total stockholders' equity | 1,970,601 | 1,971,203 |
Total liabilities and stockholders' equity | $ 2,849,269 | $ 2,824,411 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts receivable, reserve for doubtful accounts | $ 1,918 | $ 2,122 |
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 | 55,841,318 | 55,766,078 |
Common stock, shares outstanding | 55,841,318 | 55,766,078 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue: | ||
Revenue | $ 151,346 | $ 182,660 |
Costs and operating expenses: | ||
Cost of goods sold | 76,391 | 81,845 |
Research and development | 11,238 | 12,154 |
Selling, general and administrative | 61,686 | 56,170 |
Contingent consideration | 0 | 1,235 |
Total costs and operating expenses | 149,315 | 151,404 |
Income from operations | 2,031 | 31,256 |
Other income (expenses): | ||
Investment income | 8,993 | 5,486 |
Interest expense | (4,891) | (270) |
Amortization of debt issuance costs | (483) | (457) |
Other (expenses) income | (3,536) | 77 |
Other income, net | 83 | 4,836 |
Income before income taxes | 2,114 | 36,092 |
Income tax provision | 20 | 7,263 |
Net income | $ 2,094 | $ 28,829 |
Earnings per share: | ||
Basic | $ 0.04 | $ 0.52 |
Diluted | $ 0.04 | $ 0.51 |
Weighted average common shares outstanding: | ||
Basic | 55,791 | 55,590 |
Diluted | 56,531 | 57,049 |
Net Income (Loss) | $ 2,094 | $ 28,829 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | (5,281) | 3,273 |
Comprehensive (loss) income | (3,187) | 32,102 |
Products | ||
Revenue: | ||
Revenue | 151,310 | 182,621 |
Royalty and other revenue | ||
Revenue: | ||
Revenue | $ 36 | $ 39 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings |
Balance at Dec. 31, 2022 | $ 1,910,700 | $ 556 | $ 1,547,266 | $ (34,394) | $ 397,272 |
Beginning Balance (in shares) at Dec. 31, 2022 | 55,557,698 | ||||
Net Income (Loss) | 28,829 | 28,829 | |||
Exercise of stock options and vesting of stock units | 29 | $ 1 | 28 | ||
Exercise of stock options and vesting of stock units (in shares) | 140,210 | ||||
Tax withholding on vesting of restricted stock units | (9,593) | $ (1) | (9,592) | ||
Tax withholding on vesting of restricted stock units (in shares) | (53,607) | ||||
Stock-based compensation expense | 7,254 | 7,254 | |||
Balance at Mar. 31, 2023 | 1,940,492 | $ 556 | 1,544,956 | (31,121) | 426,101 |
Ending Balance (in shares) at Mar. 31, 2023 | 55,644,301 | ||||
Translation adjustment | 3,273 | 3,273 | |||
Balance at Dec. 31, 2023 | 1,971,203 | $ 558 | 1,569,227 | (37,431) | 438,849 |
Beginning Balance (in shares) at Dec. 31, 2023 | 55,766,078 | ||||
Net Income (Loss) | 2,094 | 2,094 | |||
Exercise of stock options and vesting of stock units | 945 | $ 1 | 944 | ||
Exercise of stock options and vesting of stock units (in shares) | 111,921 | ||||
Tax withholding on vesting of restricted stock units | (7,622) | $ 0 | (7,622) | ||
Tax withholding on vesting of restricted stock units (in shares) | (39,451) | ||||
Issuance of common stock pursuant to contingent consideration earnout payment | 541 | $ 0 | 541 | ||
Issuance of common stock pursuant to contingent consideration earnout payment (in shares) | 2,770 | ||||
Conversion of debt | (55) | (55) | |||
Stock-based compensation expense | 8,776 | 8,776 | |||
Balance at Mar. 31, 2024 | 1,970,601 | $ 559 | $ 1,571,811 | (42,712) | $ 440,943 |
Ending Balance (in shares) at Mar. 31, 2024 | 55,841,318 | ||||
Translation adjustment | $ (5,281) | $ (5,281) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net Income (Loss) | $ 2,094 | $ 28,829 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 16,791 | 15,252 |
Amortization of debt discount and issuance costs | 3,809 | 457 |
Stock-based compensation | 8,776 | 7,254 |
Deferred income taxes, net | (833) | (1,124) |
Contingent consideration | 0 | 1,235 |
Other | (105) | (857) |
Changes in operating assets and liabilities, excluding impact of acquisitions: | ||
Accounts receivable | 6,653 | (16,832) |
Inventories | 3,167 | (5,845) |
Prepaid expenses and other assets | (4,571) | (2,799) |
Operating lease right of use assets | (19,465) | 3,349 |
Other assets | 320 | (434) |
Accounts payable | (645) | (1,194) |
Accrued expenses | 6,381 | (13,326) |
Operating lease Liabilities | 22,484 | (2,870) |
Long-term liabilities | (148) | 59 |
Total cash provided by operating activities | 44,708 | 11,154 |
Cash flows from investing activities: | ||
Additions to capitalized software costs | (27) | (924) |
Purchases of property, plant and equipment | (8,346) | (8,509) |
Other investing activities | 11 | 0 |
Total cash used in investing activities | (8,362) | (9,433) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 945 | 29 |
Payment of tax withholding obligation on vesting of restricted stock | (7,622) | (9,592) |
Payment of earnout consideration | (2,160) | 0 |
Other financing activities | (137) | 0 |
Total cash used in financing activities | (8,974) | (9,563) |
Effect of exchange rate changes on cash and cash equivalents | 1,922 | 993 |
Net increase (decrease) in cash and cash equivalents | 29,294 | (6,849) |
Cash, cash equivalents and restricted cash, beginning of period | 751,323 | 523,458 |
Cash and cash equivalents, end of period | 780,617 | 516,609 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Assets acquired under operating leases | 23,093 | 179 |
Fair value of shares of common stock issued for contingent consideration earnouts | $ 541 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | Apr. 17, 2023 shares |
FlexBiosys, Inc. | |
Shares of common stock issued for acquisition | 31,415 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 2,094 | $ 28,829 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Mar. 31, 2024 | Sep. 30, 2023 | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | Rule 10b5-1 Trading Plans None of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted , modified , or terminated a Rule 10(b)5-1 trading arrangement during the Company’s fiscal quarter ended March 31, 2024. | |
Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Rule 10b5-1 Arrangement Modified | false |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements included herein have been prepared by Repligen Corporation (the “Company”, “Repligen”, “our” or “we”) in accordance with generally accepted accounting principles accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”), for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X and do not include all of the information and footnote disclosures required by GAAP. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 22, 2024 (“Form 10-K”). The preparation of financial statements in conformity with GAAP 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. The business and economic uncertainty resulting from global geopolitical conflicts, supply chain challenges, cost pressure and the overall effects of the current high inflation environment on customers' purchasing patterns has made such estimates more difficult to calculate. Accordingly, actual results could differ from those estimates. The condensed 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. The Company made no material changes in the application of its significant accounting policies that were disclosed in its Form 10-K. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of only normal, recurring adjustments necessary for a fair presentation of its financial position as of March 31, 2024, its results of operations for the three months ended March 31, 2024 and 2023 and cash flows for the three months ended March 31, 2024 and 2023 . The results of operations for the interim periods presented are not necessarily indicative of results to be expected for the entire year. Assets Held for Sale An asset is considered to be held for sale when all the following criteria are met: (i) management commits to a plan to sell the asset; (ii) it is unlikely that the disposal plan will be significantly modified or discontinued; (iii) the asset is available for immediate sale in its present condition; (iv) actions required to complete the sale of the asset have been initiated; (v) sale of the asset is probable and the completed sale is expected to occur within one year; and (vi) the asset is actively being marketed for sale at a price that is reasonable given its current market value. Recent Accounting Standards Updates The Company considers the applicability and impact of all Accounting Standards Updates (“ASU” or “ASUs”) on their condensed 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 condensed consolidated financial position or results of operations. Recently issued accounting guidance that the Company feels may be applicable to them is as follows: Recently Issued Accounting Guidance – Not Yet Adopted In March 2024, the SEC adopted final rules requiring public companies to provide certain climate-related information in their registration statements and annual reports. As part of the disclosures, registrants will be required to quantify certain effects of severe weather events and other natural conditions in a note to their audited financial statements. The rules will be effective for large accelerated filers for annual periods beginning in calendar 2025 (fiscal 2026). The Company is assessing the effect of the new rules on its condensed consolidated financial statements and related disclosures. 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 condensed 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 Chief Operating Decision Maker (“CODM”). The disclosures 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 condensed 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 condensed consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Text Block [Abstract] | |
Fair Value Measurements | 2. Fair Value Measurements The Company uses various valuation approaches in determining the fair value of its assets and liabilities. 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 or 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. 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 March 31, 2024 and December 31, 2023 (amounts in thousands): As of March 31, 2024 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ 694,501 $ — $ — $ 694,501 Liabilities: Short-term contingent consideration $ — $ — $ 24,352 $ 24,352 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 Cash and cash equivalents As of March 31, 2024 and December 31, 2023, cash and cash equivalents on the Company's condensed consolidated balance sheets included $ 694.5 million and $ 658.6 million, respectively, in money market account. These funds are valued on a recurring basis using Level 1 inputs. Contingent Consideration – Earnouts As of March 31, 2024 , the maximum amount of future contingent consideration (undiscounted) that we could be required to pay in connection with the completed acquisitions is; $ 125.0 million over a three-year earnout period for Avitide, Inc. (“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, Inc. (“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 Holding AB (“Metenova”), which was acquired in October 2023 and for which the earnout period runs from January 1, 2024 through December 31, 2024. See Note 3, “ Acquisitions” to this report for additional information on the contingent consideration earnouts. Since the date of acquisition, expected results and changes in market inputs used to calculate the discount rate related to Avitide, FlexBiosys and Metenova, have resulted in changes in amounts reported as the Company’s contingent consideration obligation. As of March 31, 2024 , no changes in fair value were required. A reconciliation of the change in the fair value of contingent consideration – earnouts is included in the following table (amounts in thousands): Balance at December 31, 2023 $ 27,053 Payment of contingent consideration earnouts ( 2,701 ) Balance at March 31, 2024 $ 24,352 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 obligations 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 % 13.9 % Revenue and Volume- $ 361 Monte Carlo Revenue & Volume 2.5 %- 9.3 % 5.1 % Earnout Discount Rate 5.8 %- 7.2 % 5.8 % Probability of 100 % 100 % Manufacturing line expansions $ 3,897 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. Fair Value Measured on a Nonrecurring Basis During the three months ended March 31, 2024, there were no re-measurements to the 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 0.375% Convertible Senior Notes due 2024 (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 March 31, 2024 and December 31, 2023, respectively, the carrying value of the 2019 Notes was $ 69.5 million, net of unamortized debt issuance costs and the fair value of the 2019 Notes was $ 119.0 million and $ 109.8 million, respectively. On December 14, 2023, the Company issued $ 600.0 million aggregate principal amount of its 1.00% Convertible Senior Notes due 2028 (the “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 March 31, 2024 and December 31, 2023, the carrying value of the 2023 Notes was $ 513.9 million and $ 510.1 million, respectively, net of unamortized debt discount and debt issuance cost and the fair value of the 2023 Notes was $ 587.0 million and $ 596.0 million, respectively. The fair value of the 2023 Notes and the 2019 Notes is a Level 1 valuation and was determined based on the most recent trade activity of the 2023 Notes and 2019 Notes as of March 31, 2024 and December 31, 2023. The 2023 Notes and 2019 Notes are discussed in more detail in Note 8, “ Convertible Senior Notes,” to these condensed consolidated financial statements. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 3. 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 Accounting Standards Codification No. (“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 $ 1.9 million, the fair value of the intangible assets acquired is estimated to be $ 58.8 million and the residual goodwill is estimated to be $ 115.7 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 $ 5.1 million of transaction and integration costs associated with the Metenova Acquisition from the date of acquisition to March 31, 2024, with $ 1.6 million of transaction and integration costs incurred during the three months ended March 31, 2024. The transaction costs are included in operating expenses in the condensed consolidated statements of comprehensive (loss) income for the period ended March 31, 2024. 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 March 31, 2024, 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. During 2024, the Company recorded a net working capital adjustment of $ 0.1 million related to an inventory adjustment, offset in goodwill, to align the Metenova opening balance sheet. Besides tax implications of the purchase price allocation, the final allocation may result in additional 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 4,477 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 115,722 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 $ 115.7 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 (“EPA”) with FlexBiosys, TSAP Holdings Inc. (“NJ Seller”), Gayle Tarry and Stanley Tarry, as individuals (collectively with NJ Seller, the "Sellers"), and Stanley Tarry, in his capacity as the representative of the 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 $ 14.1 million, the fair value of the intangible assets acquired is $ 12.6 million and the residual goodwill is $ 14.3 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 has incurred $ 1.1 million of transaction and integration costs associated with the FlexBiosys Acquisition from the date of acquisition to March 31, 2024 . There were no transaction and integration costs incurred for the FlexBiosys Acquisition during the three months ended March 31, 2024. 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 FlexBiosys. The Company has made appropriate adjustments to purchase price allocation during the measurement period, which ended on April 17, 2024. The purchase price allocation is now complete as of March 31, 2024. The components and final 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 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 |
Restructuring Plan
Restructuring Plan | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Plan | 4. Restructuring Plan In July 2023, the Board of Directors authorized the Company's management team to undertake restructuring activities to simplify and streamline our organization and strengthen the overall effectiveness of our operations. Since the initial streamlining and re-balancing efforts contemplated in July, the Company has undertook and continues to undertake further restructuring activities (collectively, the “Restructuring Plan”) which included 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 restructuring activity of $ 1.4 million for the three months ended March 31, 2024, related to the Restructuring Plan and expects the Restructuring Plan to be completed by the end of the third quarter of 2024. The following table summarizes the charges related to restructuring activities by type of cost: For the Three Months Ended March 31, 2024 Severance & Employee-Related Costs Accelerated Depreciation Facility and Other Exit Costs Total (Amounts in thousands) Cost of goods sold $ 482 $ 19 $ 58 $ 559 Research and development 165 — — 165 Selling, general and administrative 699 — — 699 $ 1,346 $ 19 $ 58 $ 1,423 Severance and employee-related costs under the Restructuring Plan are primarily 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. 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 in the condensed consolidated balance sheet as of March 31, 2024 and the balance is expected to be paid by the third quarter of 2024. Activity related to the Restructuring Plan for the three months ended March 31, 2024 was as follows (amounts in thousands): Restructuring Costs Amounts Paid in 2024 Non-Cash Restructuring Items Restructuring Liability Severance & employee-related costs $ 1,346 $ ( 471 ) $ ( 108 ) $ 767 Accelerated depreciation 19 — ( 19 ) — Facility and other exit costs 58 ( 48 ) ( 10 ) — Total $ 1,423 $ ( 519 ) $ ( 137 ) $ 767 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Revenue Recognition | 5. Revenue Recognition Disaggregation of Revenue Revenues for the three months ended March 31, 2024 and 2023 were as follows: Three Months Ended 2024 2023 (Amounts in thousands) Product revenue $ 151,310 $ 182,621 Royalty and other income 36 39 Total revenue $ 151,346 $ 182,660 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, economic and geopolitical developments 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 and revenue from significant customers can be found in Note 14, “Segment Reporting,” included in this report. For more information regarding our product revenue, see Note 7, “Revenue Recognition” included in Part II, Item 8, “ Financial Statements and Supplementary Data” to the Company’s Form 10-K. Contract Balances from Contracts with Customers The following table provides information about receivables and deferred revenue from contracts with customers as of March 31, 2024 and December 31, 2023 (amounts in thousands): March 31, December 31, 2024 2023 Balances from contracts with customers only: Accounts receivable $ 115,766 $ 124,161 Deferred revenue (included in accrued liabilities and $ 14,806 $ 10,755 Revenue recognized during periods presented relating to: The beginning deferred revenue balance $ 4,516 $ 18,751 The timing of revenue recognition, billings and cash collections results in the accounts receivable and deferred revenue balances on the Company’s condensed consolidated balance sheets. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill And Other Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets Goodwill The following table represents the change in the carrying value of goodwill for the three months ended March 31, 2024 (amounts in thousands): Balance at December 31, 2023 $ 987,120 Measurement period adjustment - Metenova ( 56 ) Cumulative translation adjustment ( 1,101 ) Balance at March 31, 2024 $ 985,963 The Company has not identified any “triggering” events which indicate an impairment of goodwill in the three months ended March 31, 2024. Intangible assets Indefinite-lived intangible assets are reviewed for impairment at least annually. There has been no impairment of the Company’s intangible assets for the periods presented. Intangible assets, net, consisted of the following at March 31, 2024: March 31, 2024 Gross Accumulated Net Weighted (Amounts in thousands) Finite-lived intangible assets: Technology - developed $ 246,722 $ ( 47,918 ) $ 198,804 16 Patents 240 ( 240 ) — 8 Customer relationships 268,688 ( 88,043 ) 180,645 16 Trademarks 8,695 ( 1,914 ) 6,781 19 Other intangibles 3,857 ( 2,641 ) 1,216 3 Total finite-lived intangible assets 528,202 ( 140,756 ) 387,446 16 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 528,902 $ ( 140,756 ) $ 388,146 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 Amortization expense for finite-lived intangible assets was $ 8.6 million and $ 7.4 million for the three months ended March 31, 2024 and 2023 , respectively. As of March 31, 2024, the Company expects to record the following amortization expense in future periods (amounts in thousands): Estimated Amortization For the Years Ended December 31, Expense 2024 (remaining nine months) $ 25,448 2025 33,648 2026 33,189 2027 33,225 2028 33,127 2029 and thereafter 228,809 Total $ 387,446 |
Consolidated Balance Sheet Deta
Consolidated Balance Sheet Detail | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Text Block [Abstract] | |
Consolidated Balance Sheet Detail | 7. Consolidated Balance Sheet Detail Inventories, net Inventories, net consists of the following: March 31, December 31, 2024 2023 (Amounts in thousands) Raw materials $ 118,761 $ 123,598 Work-in-process 5,088 4,492 Finished products 74,184 74,231 Total inventories, net $ 198,033 $ 202,321 Assets held for sale During the first quarter of 2024, the Company’s management decided it would explore a sale of the Company’s property located at 119 Fredon Springdale Road, Fredon, New Jersey (the “BioFlex Property”) and engaged a broker to assist with the sale process. As of March 31, 2024, the Company continues to conduct an encouraging sale process for the BioFlex Property, with the goal of completing the sale within one year. As a result of these actions, the sale of the BioFlex Property meets the criteria to be classified as assets held-for-sale pursuant to ASC 360, “ Impairment and Disposal of Long-Lived Assets.” Therefore, the Company recorded $ 1.0 million in Assets held for sale in our condensed consolidated balance sheet as of March 31, 2024. Assets held for sale as of March 31, 2024 (for which there were no comparable amounts as of December 31, 2023) consist of the following (amounts in thousands): March 31, 2024 Land $ 101 Buildings 915 Total assets held for sale $ 1,016 Property, plant and equipment, net Property, plant and equipment, net consist of the following: March 31, December 31, 2024 2023 (Amounts in thousands) Land $ 855 $ 992 Buildings 702 1,667 Leasehold improvements 126,995 126,663 Equipment 113,796 114,606 Furniture, fixtures and office equipment 9,027 9,077 Computer hardware and software 36,540 35,528 Construction in progress 53,071 47,086 Other 504 544 Total property, plant and equipment 341,490 336,163 Less - Accumulated depreciation ( 135,774 ) ( 128,723 ) Total property, plant and equipment, net $ 205,716 $ 207,440 Accrued liabilities Accrued liabilities consist of the following: March 31, December 31, 2024 2023 (Amounts in thousands) Employee compensation $ 20,532 $ 16,660 Deferred revenue 14,415 10,287 Income taxes payable 1,984 6,814 Other 19,040 16,772 Total accrued liabilities $ 55,971 $ 50,533 |
Convertible Senior Notes
Convertible Senior Notes | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | 8. Convertible Senior Notes The carrying value of the Company's convertible senior notes is as follows: March 31, December 31, (Amounts in thousands, except percentage data) 1.00% Convertible Senior Notes due 2028: Principal amount $ 600,000 $ 600,000 Unamortized debt discount $ ( 78,132 ) $ ( 81,457 ) Unamortized debt issuance costs ( 7,950 ) ( 8,400 ) Carrying amount - Convertible Senior Notes due 2028, net $ 513,918 $ 510,143 0.375% Convertible Senior Notes due 2024: Principal amount $ 69,616 $ 69,700 Unamortized debt issuance costs ( 136 ) ( 248 ) Carrying amount - Convertible Senior Notes due 2024, net $ 69,480 $ 69,452 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 and to the Exchange Transaction, the Company 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 $ 78.1 million as of March 31, 2024, comprised of $ 75.5 million increase in principal of the modified 2019 Notes and a $ 2.6 million increase in the fair value of the embedded conversion option. The aggregate debt discount of $ 82.1 million as of December 31, 2023, 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. These amounts are presented as a direct reduction from the carrying value of the convertible debt in their respective periods presented in our condensed consolidated balance sheets. This amount is being accreted into interest expense in the condensed consolidated statements of comprehensive (loss) 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 $ 13.9 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 $ 7.7 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 condensed consolidated balance sheets. The Company is amortizing the $ 7.7 million of debt issuance costs of the 2023 Notes into amortization of debt issuance costs in the Company’s condensed consolidated statements of comprehensive (loss) income over the remaining term of the 2023 Notes. The carrying value of the 2023 Notes of $ 513.9 million and $ 510.1 million is included in long-term debt on the Company's condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively. 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. For more information regarding this repurchase, see Note 12, “Stockholders’ Equity - Share Repurchases” included in Part II, Item 8, “ Financial Statements and Supplementary Data,” to the Company's Form 10-K. 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. 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 of 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 option of the holders of 2023 Notes only upon the satisfaction of specified conditions and during certain quarters commencing after the calendar quarter ending on March 31, 2024, 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 21 st 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”). For more information on the 2023 Notes, see Note 14, “ Convertible Senior Notes,” included in Part II, Item 8, “ Financial Statements and Supplementary Data,” to the Company’s Form 10-K. The following table sets forth total interest expense recognized related to the 2023 Notes for the three months ended March 31, 2024 for which there were no comparable amounts for the same period of 2023 (amounts in thousands, except percentage data): Three Months Ended 2024 Contractual interest expense – 2023 Notes $ 1,500 Amortization of debt discount – 2023 Notes 3,326 Amortization of debt issuance costs – 2023 Notes 371 Total $ 5,197 Effective interest rate of the liability component 4.39 % At March 31, 2024 and December 31, 2023, the carrying value of the 2023 Notes was $ 513.9 million and $ 510.1 million, respectively, net of unamortized discount, and the fair value of the 2023 Notes was $ 587.0 million and $ 596.0 million, respectively. The fair value of the 2023 Notes was determined based on the most recent trade activity of the 2023 Notes at March 31, 2024 and December 31, 2023. 0.375% Convertible Senior Notes due 2024 The 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 the 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 remained outstanding as of December 31, 2023. As of March 31, 2024, subsequent to the conversion of another $ 0.1 million, $ 69.6 million in aggregate principal amount remains 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. The 2019 Notes are not redeemable by the Company prior to maturity. During the first quarter of 2024, 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 second quarter of 2024, the quarter immediately following the quarter when the 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, excluding the Exchange Transaction mentioned above, the Company has received requests to convert $ 0.2 million aggregate principal amount of the 2019 Notes and all but $ 0.1 million have been settled as of March 31, 2024. The remaining outstanding requests for conversions will settle in the second 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 as current liabilities on the Company’s condensed consolidated balance sheets at March 31, 2024. The following table sets forth total interest expense recognized related to the 2019 Notes: Three Months Ended 2024 2023 (Amounts in thousands, except percentage data) Contractual interest expense – 2019 Notes $ 65 $ 270 Amortization of debt issuance costs – 2019 Notes 112 457 Total $ 177 $ 727 Effective interest rate of the liability component 1.00 % 1.00 % At March 31, 2024 and December 31, 2023, the carrying value of the 2019 Notes was $ 69.5 million, respectively, net of unamortized discount, and the fair value of the 2019 Notes was $ 119.0 million and $ 109.8 million, respectively. The fair value of the 2019 Notes was determined based on the most recent trade activity of the 2019 Notes at March 31, 2024 and December 31, 2023 . |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | 9. Stockholders’ Equity Stock Option and Incentive Plans Under the Company’s current 2018 Stock Option and Incentive Plan (the “2018 Plan”), the number of shares of the Company’s common stock that were reserved and available for issuance is 2,778,000 , plus the number of shares of common stock that were available for issuance under the Company’s previous equity plans. The shares of common stock underlying any awards under the 2018 Plan and previous equity plans (together, the “Plans”) 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 March 31, 2024, 1,511,335 shares were available for future grants under the 2018 Plan. Stock Issued for Earnout Payment In March 2024, the Company issued 2,770 shares of its common stock to former securityholders of FlexBiosys to satisfy the contingent consideration obligation established under the Equity Purchase Agreement (the "FlexBiosys Agreement") which the Company entered into as part of the acquisition of FlexBiosys in April 2023. See Note 3, “ Acquisitions”, in this report for additional information on the acquisition of FlexBiosys and the contingent consideration. The shares represent 20 % of the earnout consideration earned in the First Earnout Year (as defined in the FlexBiosys Agreement). Stock-Based Compensation The following table presents stock-based compensation expense in the Company’s condensed consolidated statements of comprehensive (loss) income: Three Months Ended 2024 2023 (Amounts in thousands) Cost of goods sold $ 604 $ 591 Research and development 944 787 Selling, general and administrative 7,228 5,876 Total stock-based compensation $ 8,776 $ 7,254 Stock Options Information regarding option activity for the three months ended March 31, 2024 under the Plans is summarized below: Shares Weighted Weighted- Aggregate Options outstanding at December 31, 2023 649,130 $ 85.97 Granted 39,528 $ 192.80 Exercised ( 13,708 ) $ 68.95 Forfeited/expired/cancelled ( 10,970 ) $ 77.70 Options outstanding at March 31, 2024 663,980 $ 92.81 Options exercisable at March 31, 2024 400,302 $ 71.62 Vested and expected to vest at March 31, 2024 (1) 650,402 $ 92.21 5.67 $ 61,471 (1) Represents the number of vested options as of March 31, 2024 plus the number of unvested options expected to vest as of March 31, 2024 based on the unvested outstanding options at March 31, 2024 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 March 28, 2024, the last business day of the first quarter of 2024, of $ 183.92 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 March 31, 2024. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2024 and 2023 was $ 1.7 million and $ 0.2 million, respectively. The weighted average grant date fair value of options granted during the three months ended March 31, 2024 and 2023 was $ 97.61 and $ 89.25 , 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 three months ended March 31, 2024 under the Plans is summarized below: Shares Weighted Average Unvested at December 31, 2023 474,320 $ 155.59 Awarded 152,483 $ 192.59 Vested ( 98,246 ) $ 148.67 Forfeited/cancelled ( 20,968 ) $ 186.59 Unvested at March 31, 2024 507,589 $ 166.78 Vested and expected to vest at March 31, 2024 (1) 444,179 $ 165.03 (1) Represents the number of vested stock units as of March 31, 2024 plus the number of unvested stock units expected to vest as of March 31, 2024 based on the unvested outstanding stock units at March 31, 2024 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 three months ended March 31, 2024 and 2023 was $ 19.0 million and $ 24.3 million, respectively. The weighted average grant date fair value of stock units granted during the three months ended March 31, 2024 and 2023 was $ 192.59 and $ 180.05 , respectively. As of March 31, 2024, there was $ 85.7 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 2.96 years. The Company expects 2,294,896 unvested options and stock units to vest over the next five years . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies 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. Research and development expenses associated with license agreements were immaterial amounts for the three months ended March 31, 2024 and 2023. In June 2018, the Company secured an agreement with Navigo Proteins GmbH (“Navigo”) for the exclusive co-development of multiple affinity ligands for which the Company holds commercialization rights. The Company is manufacturing and supplying the first of these ligands, NGL-Impact ® , exclusively to Purolite Life Sciences, an Ecolab Inc. company (“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, that was used 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 $ 0.9 million and $ 1.1 million for the three months ended March 31, 2024 and 2023, respectively. 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 probably 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. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes For the three months ended March 31, 2024 and 2023 , the Company recorded an income tax provision of approximately $ 20 thousand and $ 7.3 million, respectively. The Company’s effective tax rate for the three months ended March 31, 2024 and 2023 was 0.9 % and 20.1 % , respectively. 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 %. The Company continues to evaluate the impacts of enacted legislation and pending legislation in the tax jurisdictions in which the Company operates. While various countries have implemented the legislature as of January 1, 2024, the Company does not expect a resulting material impact to its income tax provision for the 2024 fiscal year. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share, Basic [Abstract] | |
Earnings Per Share | 12. Earnings Per Share A reconciliation of basic and diluted weighted average shares outstanding is as follows: Three Months Ended 2024 2023 (Amounts in thousands, Numerator: Net income $ 2,094 $ 28,829 Denominator: Weighted average shares used in computing net income 55,791 55,590 Effect of dilutive shares: Options and stock units 473 529 Convertible senior notes (1) 238 883 Contingent consideration 29 44 Dilutive effect of unvested performance stock units — 3 Dilutive potential common shares 740 1,459 Denominator for diluted earnings per share – adjusted weighted average 56,531 57,049 Earnings per share: Basic $ 0.04 $ 0.52 Diluted $ 0.04 $ 0.51 (1) Represents the dilutive impact for the Company's 2019 Notes. As of March 31, 2024, the if-converted value is less than the outstanding principal of the 2023 Notes and are therefore anti-dilutive. Refer to Note 8, "Convertible Senior Notes," above for more information. For the three months ended March 31, 2024 and 2023, 298,998 shares and 263,871 shares, respectively, of the Company’s common stock were excluded from the calculation of diluted earnings per share because the exercise prices of the stock options were greater than or equal to the average price of the common shares and were therefore anti-dilutive. In July 2019, the Company issued $ 287.5 million aggregate principal amount of its 2019 Notes. As provided by the terms of the Second Supplemental Indenture underlying the 2019 Notes, upon conversion of the 2019 Notes, the Company will use 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. Immediately following the closing of the Exchange Transaction mentioned above, $ 69.7 million in aggregate principal amount of the 2019 Notes remained outstanding as of December 31, 2023 with terms unchanged. As of March 31, 2024, subsequent to the conversion of another $ 0.1 million, $ 69.6 million in aggregate principal amount remains outstanding. As mentioned above and 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. 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. Accordingly, the par value of the 2019 Notes was not included in the calculation of diluted income per share, but the dilutive effect of the conversion premium was considered in the calculation of diluted net income per share 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 2019 Notes, provided there was a premium. For the three months ended March 31, 2024 and 2023, the dilutive effect of the conversion premium included in the calculation of diluted earnings was 238,361 shares and 882,599 shares, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions Certain facilities leased by our subsidiary, Spectrum LifeSciences LLC (“Spectrum”) are owned by the Roy Eddleman Living Trust (the “Trust”). As of March 31, 2024 , 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 totaling $ 0.2 million for each of the three months ended March 31, 2024 and 2023 related to these leases. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Reporting | 14. 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 Chief Executive Officer has been identified as the CODM. The Company views its operations, makes decisions regarding how to allocate resources and manages its business as one operating segment and one reportable segment. Our CODM evaluates financial information on a consolidated basis. As a result, the required financial segment information can be found in the condensed consolidated financial statements of the Company disclosed herein. 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: Three Months Ended March 31, 2024 2023 Revenue by customers' geographic locations: North America 49 % 38 % Europe 33 % 39 % APAC/Other 18 % 23 % Total revenue 100 % 100 % 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 and credit exposure to any one issue, issuer (with the exception of U.S. Treasury obligations) and type of instrument is limited. At March 31, 2024 and 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 three months ended March 31, 2024. Revenue from sales to Pfizer, Inc. were $ 20.1 million, or 11.0 % of the Company's total revenue for the three months ended March 31, 2023. No accounts receivable balance from a specific customer represented 10 % or more of the Company's total trade accounts receivable and royalties at March 31, 2024 and December 31, 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of Presentation The condensed consolidated financial statements included herein have been prepared by Repligen Corporation (the “Company”, “Repligen”, “our” or “we”) in accordance with generally accepted accounting principles accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”), for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X and do not include all of the information and footnote disclosures required by GAAP. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 22, 2024 (“Form 10-K”). The preparation of financial statements in conformity with GAAP 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. The business and economic uncertainty resulting from global geopolitical conflicts, supply chain challenges, cost pressure and the overall effects of the current high inflation environment on customers' purchasing patterns has made such estimates more difficult to calculate. Accordingly, actual results could differ from those estimates. The condensed 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. The Company made no material changes in the application of its significant accounting policies that were disclosed in its Form 10-K. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of only normal, recurring adjustments necessary for a fair presentation of its financial position as of March 31, 2024, its results of operations for the three months ended March 31, 2024 and 2023 and cash flows for the three months ended March 31, 2024 and 2023 . The results of operations for the interim periods presented are not necessarily indicative of results to be expected for the entire year. |
Assets Held for Sale | Assets Held for Sale An asset is considered to be held for sale when all the following criteria are met: (i) management commits to a plan to sell the asset; (ii) it is unlikely that the disposal plan will be significantly modified or discontinued; (iii) the asset is available for immediate sale in its present condition; (iv) actions required to complete the sale of the asset have been initiated; (v) sale of the asset is probable and the completed sale is expected to occur within one year; and (vi) the asset is actively being marketed for sale at a price that is reasonable given its current market value. |
Recent Accounting Standards Updates | Recent Accounting Standards Updates The Company considers the applicability and impact of all Accounting Standards Updates (“ASU” or “ASUs”) on their condensed 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 condensed consolidated financial position or results of operations. Recently issued accounting guidance that the Company feels may be applicable to them is as follows: Recently Issued Accounting Guidance – Not Yet Adopted In March 2024, the SEC adopted final rules requiring public companies to provide certain climate-related information in their registration statements and annual reports. As part of the disclosures, registrants will be required to quantify certain effects of severe weather events and other natural conditions in a note to their audited financial statements. The rules will be effective for large accelerated filers for annual periods beginning in calendar 2025 (fiscal 2026). The Company is assessing the effect of the new rules on its condensed consolidated financial statements and related disclosures. 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 condensed 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 Chief Operating Decision Maker (“CODM”). The disclosures 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 condensed 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 condensed consolidated financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
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 March 31, 2024 and December 31, 2023 (amounts in thousands): As of March 31, 2024 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ 694,501 $ — $ — $ 694,501 Liabilities: Short-term contingent consideration $ — $ — $ 24,352 $ 24,352 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 Cash and cash equivalents As of March 31, 2024 and December 31, 2023, cash and cash equivalents on the Company's condensed consolidated balance sheets included $ 694.5 million and $ 658.6 million, respectively, in money market account. These funds are valued on a recurring basis using Level 1 inputs. |
Schedule of Reconciliation of the Change in the Fair Value of Contingent Consideration - Earnout | A reconciliation of the change in the fair value of contingent consideration – earnouts is included in the following table (amounts in thousands): Balance at December 31, 2023 $ 27,053 Payment of contingent consideration earnouts ( 2,701 ) Balance at March 31, 2024 $ 24,352 |
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 obligations 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 % 13.9 % Revenue and Volume- $ 361 Monte Carlo Revenue & Volume 2.5 %- 9.3 % 5.1 % Earnout Discount Rate 5.8 %- 7.2 % 5.8 % Probability of 100 % 100 % Manufacturing line expansions $ 3,897 Probability-weighted present value Earnout Discount Rate 6.1 %- 6.4 % 6.3 % Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
FlexBiosys | |
Business Acquisition [Line Items] | |
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 $ 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 |
Schedule of Identified Intangible Assets and Estimated Useful Lives | 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 |
Metenova Holding AB | |
Business Acquisition [Line Items] | |
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 $ 5,768 Accounts receivable 3,730 Inventory 4,477 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 115,722 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 |
Schedule of Identified Intangible Assets and Estimated Useful Lives | 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 |
Restructuring Plan (Tables)
Restructuring Plan (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 Three Months Ended March 31, 2024 Severance & Employee-Related Costs Accelerated Depreciation Facility and Other Exit Costs Total (Amounts in thousands) Cost of goods sold $ 482 $ 19 $ 58 $ 559 Research and development 165 — — 165 Selling, general and administrative 699 — — 699 $ 1,346 $ 19 $ 58 $ 1,423 |
Summary of Activity Related to Restructuring Plan | Activity related to the Restructuring Plan for the three months ended March 31, 2024 was as follows (amounts in thousands): Restructuring Costs Amounts Paid in 2024 Non-Cash Restructuring Items Restructuring Liability Severance & employee-related costs $ 1,346 $ ( 471 ) $ ( 108 ) $ 767 Accelerated depreciation 19 — ( 19 ) — Facility and other exit costs 58 ( 48 ) ( 10 ) — Total $ 1,423 $ ( 519 ) $ ( 137 ) $ 767 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | Revenues for the three months ended March 31, 2024 and 2023 were as follows: Three Months Ended 2024 2023 (Amounts in thousands) Product revenue $ 151,310 $ 182,621 Royalty and other income 36 39 Total revenue $ 151,346 $ 182,660 |
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 March 31, 2024 and December 31, 2023 (amounts in thousands): March 31, December 31, 2024 2023 Balances from contracts with customers only: Accounts receivable $ 115,766 $ 124,161 Deferred revenue (included in accrued liabilities and $ 14,806 $ 10,755 Revenue recognized during periods presented relating to: The beginning deferred revenue balance $ 4,516 $ 18,751 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill And Other Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Value of Goodwill | The following table represents the change in the carrying value of goodwill for the three months ended March 31, 2024 (amounts in thousands): Balance at December 31, 2023 $ 987,120 Measurement period adjustment - Metenova ( 56 ) Cumulative translation adjustment ( 1,101 ) Balance at March 31, 2024 $ 985,963 |
Schedule of Intangible Assets | Intangible assets, net, consisted of the following at March 31, 2024: March 31, 2024 Gross Accumulated Net Weighted (Amounts in thousands) Finite-lived intangible assets: Technology - developed $ 246,722 $ ( 47,918 ) $ 198,804 16 Patents 240 ( 240 ) — 8 Customer relationships 268,688 ( 88,043 ) 180,645 16 Trademarks 8,695 ( 1,914 ) 6,781 19 Other intangibles 3,857 ( 2,641 ) 1,216 3 Total finite-lived intangible assets 528,202 ( 140,756 ) 387,446 16 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 528,902 $ ( 140,756 ) $ 388,146 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 |
Schedule of Amortization Expense for Amortized Intangible Assets | As of March 31, 2024, the Company expects to record the following amortization expense in future periods (amounts in thousands): Estimated Amortization For the Years Ended December 31, Expense 2024 (remaining nine months) $ 25,448 2025 33,648 2026 33,189 2027 33,225 2028 33,127 2029 and thereafter 228,809 Total $ 387,446 |
Consolidated Balance Sheet De_2
Consolidated Balance Sheet Detail (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Text Block [Abstract] | |
Inventories | Inventories, net consists of the following: March 31, December 31, 2024 2023 (Amounts in thousands) Raw materials $ 118,761 $ 123,598 Work-in-process 5,088 4,492 Finished products 74,184 74,231 Total inventories, net $ 198,033 $ 202,321 |
Assets held for sale | Assets held for sale as of March 31, 2024 (for which there were no comparable amounts as of December 31, 2023) consist of the following (amounts in thousands): March 31, 2024 Land $ 101 Buildings 915 Total assets held for sale $ 1,016 |
Property, plant and equipment, net | Property, plant and equipment, net Property, plant and equipment, net consist of the following: March 31, December 31, 2024 2023 (Amounts in thousands) Land $ 855 $ 992 Buildings 702 1,667 Leasehold improvements 126,995 126,663 Equipment 113,796 114,606 Furniture, fixtures and office equipment 9,027 9,077 Computer hardware and software 36,540 35,528 Construction in progress 53,071 47,086 Other 504 544 Total property, plant and equipment 341,490 336,163 Less - Accumulated depreciation ( 135,774 ) ( 128,723 ) Total property, plant and equipment, net $ 205,716 $ 207,440 |
Accrued liabilities | Accrued liabilities Accrued liabilities consist of the following: March 31, December 31, 2024 2023 (Amounts in thousands) Employee compensation $ 20,532 $ 16,660 Deferred revenue 14,415 10,287 Income taxes payable 1,984 6,814 Other 19,040 16,772 Total accrued liabilities $ 55,971 $ 50,533 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Instrument [Line Items] | |
Carrying Value of Convertible Senior Notes | The carrying value of the Company's convertible senior notes is as follows: March 31, December 31, (Amounts in thousands, except percentage data) 1.00% Convertible Senior Notes due 2028: Principal amount $ 600,000 $ 600,000 Unamortized debt discount $ ( 78,132 ) $ ( 81,457 ) Unamortized debt issuance costs ( 7,950 ) ( 8,400 ) Carrying amount - Convertible Senior Notes due 2028, net $ 513,918 $ 510,143 0.375% Convertible Senior Notes due 2024: Principal amount $ 69,616 $ 69,700 Unamortized debt issuance costs ( 136 ) ( 248 ) Carrying amount - Convertible Senior Notes due 2024, net $ 69,480 $ 69,452 |
2023 Notes | |
Debt Instrument [Line Items] | |
Schedule of convertiable note interest expense | The following table sets forth total interest expense recognized related to the 2023 Notes for the three months ended March 31, 2024 for which there were no comparable amounts for the same period of 2023 (amounts in thousands, except percentage data): Three Months Ended 2024 Contractual interest expense – 2023 Notes $ 1,500 Amortization of debt discount – 2023 Notes 3,326 Amortization of debt issuance costs – 2023 Notes 371 Total $ 5,197 Effective interest rate of the liability component 4.39 % |
2019 Notes | |
Debt Instrument [Line Items] | |
Schedule of convertiable note interest expense | The following table sets forth total interest expense recognized related to the 2019 Notes: Three Months Ended 2024 2023 (Amounts in thousands, except percentage data) Contractual interest expense – 2019 Notes $ 65 $ 270 Amortization of debt issuance costs – 2019 Notes 112 457 Total $ 177 $ 727 Effective interest rate of the liability component 1.00 % 1.00 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stock-Based Compensation Expense | The following table presents stock-based compensation expense in the Company’s condensed consolidated statements of comprehensive (loss) income: Three Months Ended 2024 2023 (Amounts in thousands) Cost of goods sold $ 604 $ 591 Research and development 944 787 Selling, general and administrative 7,228 5,876 Total stock-based compensation $ 8,776 $ 7,254 |
Summary of Option Activity | Information regarding option activity for the three months ended March 31, 2024 under the Plans is summarized below: Shares Weighted Weighted- Aggregate Options outstanding at December 31, 2023 649,130 $ 85.97 Granted 39,528 $ 192.80 Exercised ( 13,708 ) $ 68.95 Forfeited/expired/cancelled ( 10,970 ) $ 77.70 Options outstanding at March 31, 2024 663,980 $ 92.81 Options exercisable at March 31, 2024 400,302 $ 71.62 Vested and expected to vest at March 31, 2024 (1) 650,402 $ 92.21 5.67 $ 61,471 (1) Represents the number of vested options as of March 31, 2024 plus the number of unvested options expected to vest as of March 31, 2024 based on the unvested outstanding options at March 31, 2024 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 three months ended March 31, 2024 under the Plans is summarized below: Shares Weighted Average Unvested at December 31, 2023 474,320 $ 155.59 Awarded 152,483 $ 192.59 Vested ( 98,246 ) $ 148.67 Forfeited/cancelled ( 20,968 ) $ 186.59 Unvested at March 31, 2024 507,589 $ 166.78 Vested and expected to vest at March 31, 2024 (1) 444,179 $ 165.03 (1) Represents the number of vested stock units as of March 31, 2024 plus the number of unvested stock units expected to vest as of March 31, 2024 based on the unvested outstanding stock units at March 31, 2024 adjusted for estimated forfeiture rates of 8 % for awards granted to non-executive level employees and 3 % for awards granted to executive level employees. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share, Basic [Abstract] | |
Basic and Diluted Weighted Average Shares Outstanding | A reconciliation of basic and diluted weighted average shares outstanding is as follows: Three Months Ended 2024 2023 (Amounts in thousands, Numerator: Net income $ 2,094 $ 28,829 Denominator: Weighted average shares used in computing net income 55,791 55,590 Effect of dilutive shares: Options and stock units 473 529 Convertible senior notes (1) 238 883 Contingent consideration 29 44 Dilutive effect of unvested performance stock units — 3 Dilutive potential common shares 740 1,459 Denominator for diluted earnings per share – adjusted weighted average 56,531 57,049 Earnings per share: Basic $ 0.04 $ 0.52 Diluted $ 0.04 $ 0.51 (1) Represents the dilutive impact for the Company's 2019 Notes. As of March 31, 2024, the if-converted value is less than the outstanding principal of the 2023 Notes and are therefore anti-dilutive. Refer to Note 8, "Convertible Senior Notes," above for more information. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Text Block [Abstract] | |
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: Three Months Ended March 31, 2024 2023 Revenue by customers' geographic locations: North America 49 % 38 % Europe 33 % 39 % APAC/Other 18 % 23 % Total revenue 100 % 100 % |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial assets and financial liabilities measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term contingent consideration | $ 24,352 | $ 12,983 |
Long-term contingent consideration | 14,070 | |
Money Market | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value | 694,501 | 658,574 |
Level 1 | Money Market | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value | 694,501 | 658,574 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term contingent consideration | $ 24,352 | 12,983 |
Long-term contingent consideration | $ 14,070 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||||
Dec. 14, 2023 | Apr. 17, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Jul. 31, 2019 | |
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 | ||||
Notes, carrying value | $ 69,500 | $ 69,500 | |||
Fair value of convertible senior notes | 119,000 | 109,800 | |||
1.00% Convertible Senior Notes due 2028 | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Principal amount | $ 290,100 | ||||
Notes, carrying value | 513,900 | 510,100 | |||
Fair value of convertible senior notes | 587,000 | 596,000 | |||
Notes for cash | 290,100 | ||||
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 | Exchange Transaction | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Debt istrument cancelled | 309,900 | ||||
1.00% Convertible Senior Notes due 2028 | Subscription Transaction | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Principal amount | 290,100 | ||||
2019 Notes [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Debt Intrument Exchange Amount | $ 217,700 | ||||
Money Market | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Assets, fair value | 694,501 | $ 658,574 | |||
Avitide, Inc. | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Business combination contingent consideration | 125,000 | ||||
FlexBiosys, Inc. | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Business combination contingent consideration | $ 6,600 | 42,000 | |||
Metenova Holding AB | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Business combination contingent consideration | $ 10,000 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Reconciliation of the Change in the Fair Value of Contingent Consideration - Earnout (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Payment of contingent consideration earnout | $ 0 | $ 1,235 |
Contingent Consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance at December 31, 2023 | 27,053 | |
Payment of contingent consideration earnout | (2,701) | |
Balance at March 31 , 2024 | $ 24,352 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Contingent Consideration Earnout Expect to be Required to Settle Include Significant Unobservable Inputs (Detail) - Contingent Consideration - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, fair value | $ 24,352 | $ 27,053 | |
Revenue and Volume Based Payments | Monte Carlo Simulation | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, fair value | $ 361 | ||
Revenue and Volume Based Payments | Monte Carlo Simulation | Fair Value, Recurring | Earnout Discount Rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Weighted average discount rate | [1] | 5.80% | |
Revenue and Volume Based Payments | Monte Carlo Simulation | Fair Value, Recurring | Volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Weighted average discount rate | [1] | 13.90% | |
Revenue and Volume Based Payments | Monte Carlo Simulation | Fair Value, Recurring | Revenue & Volume Discount Rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Weighted average discount rate | [1] | 5.10% | |
Manufacturing line expansions | Monte Carlo Simulation | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Probability of success | 100% | ||
Manufacturing line expansions | Monte Carlo Simulation | Fair Value, Recurring | Probability of Success | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Weighted average discount rate | [1] | 100% | |
Manufacturing line expansions | Probability-Weighted Present Value [Member] | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, fair value | $ 3,897 | ||
Manufacturing line expansions | Probability-Weighted Present Value [Member] | Fair Value, Recurring | Earnout Discount Rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Weighted average discount rate | [1] | 6.30% | |
Minimum | Revenue and Volume Based Payments | Monte Carlo Simulation | Fair Value, Recurring | |||
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% | ||
Minimum | Manufacturing line expansions | Probability-Weighted Present Value [Member] | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Discount Rate | 6.10% | ||
Maximum | Revenue and Volume Based Payments | Monte Carlo Simulation | Fair Value, Recurring | |||
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% | ||
Maximum | Manufacturing line expansions | Probability-Weighted Present Value [Member] | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Discount Rate | 6.40% | ||
Avitide, Flexbiosys and Metenova | Monte Carlo Simulation | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, fair value | $ 20,094 | ||
Probability of success | 100% | ||
Avitide, Flexbiosys and Metenova | Monte Carlo Simulation | Fair Value, Recurring | Probability of Success | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Weighted average discount rate | [1] | 100% | |
Avitide, Flexbiosys and Metenova | Monte Carlo Simulation | Fair Value, Recurring | Earnout Discount Rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Weighted average discount rate | [1] | 5.90% | |
Avitide, Flexbiosys and Metenova | Minimum | Monte Carlo Simulation | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Discount Rate | 5.80% | ||
Avitide, Flexbiosys and Metenova | Maximum | Monte Carlo Simulation | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Discount Rate | 5.90% | ||
[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 | |||
Oct. 02, 2023 | Apr. 17, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 985,963 | $ 987,120 | ||
Metenova Holding AB | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 164,500 | |||
Shares of common stock issued for acquisition | 52,299 | |||
Value of common stock issued | $ 172,600 | |||
Business combination contingent consideration | 10,000 | |||
Net liabilities assumed | 1,900 | |||
Business combination, intangible assets | 58,800 | |||
Intangible Asset Residual Value | 115,700 | |||
Transaction costs | 5,100 | |||
Business combination, acquisition related costs | 1,600 | |||
Goodwill | 115,722 | |||
Working capital adjustment | 100 | |||
Metenova Holding AB | Common Stock | ||||
Business Acquisition [Line Items] | ||||
Value of common stock issued | $ 8,100 | |||
FlexBiosys | ||||
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 of common stock issued for acquisition | 31,415 | |||
Value of common stock issued | $ 41,000 | |||
Business combination contingent consideration | 6,600 | 42,000 | ||
Net liabilities assumed | 14,100 | |||
Business combination, intangible assets | 12,600 | |||
Intangible Asset Residual Value | 14,300 | |||
Transaction costs | 1,100 | |||
Business combination, acquisition related costs | 0 | |||
Goodwill | $ 14,321 | |||
FlexBiosys | Common Stock | ||||
Business Acquisition [Line Items] | ||||
Value of common stock issued | $ 5,400 |
Acquisitions - Fair Value of Ne
Acquisitions - Fair Value of Net Assets Acquired (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Oct. 02, 2023 | Apr. 17, 2023 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 985,963 | $ 987,120 | ||
Metenova Holding AB | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 5,768 | |||
Accounts receivable | 3,730 | |||
Inventory | 4,477 | |||
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 | 115,722 | |||
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 | |||
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 | ||||
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 | |||
Business combination, intangible assets | $ 12,600 | |||
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 | |||
FlexBiosys | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Business combination, intangible assets | 2,530 | |||
FlexBiosys | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Business combination, intangible assets | 9,860 | |||
FlexBiosys | Trademark and tradename | ||||
Business Acquisition [Line Items] | ||||
Business combination, intangible assets | 30 | |||
FlexBiosys | Non-compete agreements | ||||
Business Acquisition [Line Items] | ||||
Business combination, intangible assets | $ 220 |
Acquisitions - Estimated Useful
Acquisitions - Estimated Useful Life and Fair Value (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Metenova Holding AB | |
Business Acquisition [Line Items] | |
Fair Value | $ 58,762 |
Metenova Holding AB | Customer relationships | |
Business Acquisition [Line Items] | |
Weighted Average Useful Life (in years) | 15 years |
Fair Value | $ 12,659 |
Metenova Holding AB | Developed technology | |
Business Acquisition [Line Items] | |
Weighted Average Useful Life (in years) | 15 years |
Fair Value | $ 44,377 |
Metenova Holding AB | Trademark and tradename | |
Business Acquisition [Line Items] | |
Weighted Average Useful Life (in years) | 15 years |
Fair Value | $ 939 |
Metenova Holding AB | Non-compete agreements | |
Business Acquisition [Line Items] | |
Weighted Average Useful Life (in years) | 2 years |
Fair Value | $ 787 |
FlexBiosys | |
Business Acquisition [Line Items] | |
Fair Value | $ 12,640 |
FlexBiosys | Customer relationships | |
Business Acquisition [Line Items] | |
Weighted Average Useful Life (in years) | 12 years |
Fair Value | $ 2,530 |
FlexBiosys | Developed technology | |
Business Acquisition [Line Items] | |
Weighted Average Useful Life (in years) | 16 years |
Fair Value | $ 9,860 |
FlexBiosys | Trademark and tradename | |
Business Acquisition [Line Items] | |
Weighted Average Useful Life (in years) | 4 years |
Fair Value | $ 30 |
FlexBiosys | Non-compete agreements | |
Business Acquisition [Line Items] | |
Weighted Average Useful Life (in years) | 5 years |
Fair Value | $ 220 |
Restructuring Plan - Additional
Restructuring Plan - Additional Information (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | $ 1,423 |
Restructuring Plan - Summary of
Restructuring Plan - Summary of Restructuring Activities by Type of Cost (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | $ 1,423 |
Severance & employee-related costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 1,346 |
Accelerated depreciation | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 19 |
Facility and Other Exit Costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 58 |
Cost of goods sold | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 559 |
Cost of goods sold | Severance & employee-related costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 482 |
Cost of goods sold | Accelerated depreciation | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 19 |
Cost of goods sold | Facility and Other Exit Costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 58 |
Research and development | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 165 |
Research and development | Severance & employee-related costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 165 |
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 | 699 |
Selling, general and administrative | Severance & employee-related costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 699 |
Selling, general and administrative | Accelerated depreciation | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 0 |
Selling, general and administrative | Facility and Other Exit Costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | $ 0 |
Restructuring Plan - Summary _2
Restructuring Plan - Summary of Activity Related to Restructuring Plan (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | $ 1,423 |
Amounts Paid | (519) |
Non-Cash Restructuring Items | (137) |
Restructuring Liability | 767 |
Severance & employee-related costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 1,346 |
Amounts Paid | (471) |
Non-Cash Restructuring Items | (108) |
Restructuring Liability | 767 |
Accelerated depreciation | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 19 |
Amounts Paid | 0 |
Non-Cash Restructuring Items | (19) |
Restructuring Liability | 0 |
Facility exit and other exit costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 58 |
Amounts Paid | (48) |
Non-Cash Restructuring Items | (10) |
Restructuring Liability | $ 0 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 151,346 | $ 182,660 |
Product Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 151,310 | 182,621 |
Royalty and Other Income | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 36 | $ 39 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Receivables and Deferred Revenue from Contracts with Customers (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Balances from contracts with customers only: | ||
Accounts receivable | $ 115,766 | $ 124,161 |
Deferred revenue (included in accrued liabilities and other noncurrent liabilities in the condensed consolidated balance sheets) | 14,806 | 10,755 |
Revenue recognized during periods presented relating to: | ||
The beginning deferred revenue balance | $ 4,516 | $ 18,751 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Value of Goodwill (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill [Line Items] | |
Balance | $ 987,120 |
Cumulative translation adjustment | (1,101) |
Balance | 985,963 |
Metenova Holding AB [Member] | |
Goodwill [Line Items] | |
Measurement period adjustment - FlexBiosys | (56) |
Balance | 115,722 |
FlexBiosys | |
Goodwill [Line Items] | |
Balance | $ 14,321 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Finite-Lived Intangible Liabilities [Line Items] | ||
Impairment of intangible assets | $ 0 | |
Amortization of Intangible Assets | $ 8.6 | $ 7.4 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 528,202 | $ 532,454 |
Gross Carrying Value | 528,902 | 533,154 |
Accumulated Amortization | (140,756) | (132,668) |
Accumulated Amortization | (140,756) | (132,668) |
Net Carrying Value | 387,446 | 399,786 |
Net Carrying Value | $ 388,146 | $ 400,486 |
Weighted Average Useful Life (in years) | 16 years | 15 years |
Trademark | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 700 | $ 700 |
Net Carrying Value | 700 | 700 |
Technology - developed | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | 246,722 | 249,594 |
Accumulated Amortization | (47,918) | (44,162) |
Net Carrying Value | $ 198,804 | $ 205,432 |
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 | $ 268,688 | $ 269,949 |
Accumulated Amortization | (88,043) | (83,963) |
Net Carrying Value | $ 180,645 | $ 185,986 |
Weighted Average Useful Life (in years) | 16 years | 15 years |
Trademarks | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 8,695 | $ 8,757 |
Accumulated Amortization | (1,914) | (1,789) |
Net Carrying Value | $ 6,781 | $ 6,968 |
Weighted Average Useful Life (in years) | 19 years | 19 years |
Other intangibles | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 3,857 | $ 3,914 |
Accumulated Amortization | (2,641) | (2,514) |
Net Carrying Value | $ 1,216 | $ 1,400 |
Weighted Average Useful Life (in years) | 3 years | 3 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Amortization Expense for Amortized Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Liabilities [Line Items] | ||
2024 (remaining nine months) | $ 25,448 | |
2025 | 33,648 | |
2026 | 33,189 | |
2027 | 33,225 | |
2028 | 33,127 | |
2029 and thereafter | 228,809 | |
Net Carrying Value | $ 387,446 | $ 399,786 |
Consolidated Balance Sheet De_3
Consolidated Balance Sheet Detail - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract] | ||
Assets held for sale | $ 1,016 | $ 0 |
Consolidated Balance Sheet De_4
Consolidated Balance Sheet Detail - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory [Line Items] | ||
Raw materials | $ 118,761 | $ 123,598 |
Work-in-process | 5,088 | 4,492 |
Finished products | 74,184 | 74,231 |
Total inventories, net | $ 198,033 | $ 202,321 |
Consolidated Balance Sheet De_5
Consolidated Balance Sheet Detail - Schedule of Asset Held for Sale (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Total assets held for sale | $ 1,016 |
Land | |
Total assets held for sale | 101 |
Building | |
Total assets held for sale | $ 915 |
Consolidated Balance Sheet De_6
Consolidated Balance Sheet Detail - Property, Plant and Equipment, Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Land | $ 855 | $ 992 |
Buildings | 702 | 1,667 |
Leasehold improvements | 126,995 | 126,663 |
Equipment | 113,796 | 114,606 |
Furniture, fixtures and office equipment | 9,027 | 9,077 |
Computer hardware and software | 36,540 | 35,528 |
Construction in progress | 53,071 | 47,086 |
Other | 504 | 544 |
Total property, plant and equipment | 341,490 | 336,163 |
Less - Accumulated depreciation | (135,774) | (128,723) |
Total property, plant and equipment, net | $ 205,716 | $ 207,440 |
Consolidated Balance Sheet De_7
Consolidated Balance Sheet Detail - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Accrued Liabilities [Line Items] | ||
Employee compensation | $ 20,532 | $ 16,660 |
Deferred revenue | 14,415 | 10,287 |
Income taxes payable | 1,984 | 6,814 |
Other | 19,040 | 16,772 |
Total accrued liabilities | $ 55,971 | $ 50,533 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |||||
Dec. 14, 2023 USD ($) | Jul. 19, 2019 USD ($) $ / shares | Mar. 31, 2024 USD ($) Days $ / shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 06, 2023 $ / shares | Jul. 31, 2019 USD ($) | |
Debt Instrument [Line Items] | |||||||
Amortization of debt issuance costs | $ 483,000 | $ 457,000 | |||||
Debt instrument convertible in to equity settled | $ 100,000 | ||||||
1.00% Convertible Senior Notes due 2028 | |||||||
Debt Instrument [Line Items] | |||||||
Notes issued | $ 290,100,000 | ||||||
Notes, interest rate | 1% | ||||||
Notes for cash | 290,100,000 | ||||||
Unamortized debt issuance costs | $ 7,950,000 | $ 8,400,000 | |||||
Aggregate debt discount | $ 78,132,000 | 81,457,000 | |||||
Notes conversion ratio per $1,000 principal amount | 4,924.7000 | ||||||
Notes initial conversion price | $ / shares | $ 203.06 | ||||||
Premium over sale price | 30% | ||||||
Closing price of common stock | $ / shares | $ 156.2 | ||||||
Interest repayment terms | Interest is payable semi-annually in arrears on each of June 15 and December 15, commencing on June 15, 2024 | ||||||
Notes, due date | Dec. 15, 2028 | ||||||
Notes, carrying value | $ 513,900,000 | 510,100,000 | |||||
Fair value of the note | 587,000,000 | 596,000,000 | |||||
1.00% Convertible Senior Notes due 2028 | Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Notes issued | 1,000 | ||||||
1.00% Convertible Senior Notes due 2028 | Exchange And Subscription Agreements | |||||||
Debt Instrument [Line Items] | |||||||
Notes issued | 600,000,000 | ||||||
1.00% Convertible Senior Notes due 2028 | Subscription Transactions | |||||||
Debt Instrument [Line Items] | |||||||
Notes issued | 290,100,000 | ||||||
Proceeds from issuance of convertible senior notes, net of costs | 276,100,000 | ||||||
Notes for cash | 290,100,000 | ||||||
Payment of debt issuance costs | 13,900,000 | ||||||
Proceeds from issuance of common stock, net of issuance costs | 14,400,000 | ||||||
1.00% Convertible Senior Notes due 2028 | Exchanged 2019 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | 29,600,000 | 12,700,000 | |||||
Debt instrument exchanged amount | 217,700,000 | ||||||
Modification of debt | 188,100,000 | ||||||
Unamortized debt issuance costs | 100,000 | ||||||
1.00% Convertible Senior Notes due 2028 | Modified 2019 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Notes issued | 75,500,000 | 79,300,000 | |||||
Unamortized debt issuance costs | 7,700,000 | ||||||
Aggregate debt discount | 78,100,000 | 82,100,000 | |||||
Payment of debt issuance costs | 6,200,000 | ||||||
Amortization of debt issuance costs | 7,700,000 | ||||||
1.00% Convertible Senior Notes due 2028 | Modified 2019 Notes | Additional Paid-In Capital | |||||||
Debt Instrument [Line Items] | |||||||
Conversion of Convertible Securities Stock Issued | value | $ 2,800,000 | ||||||
1.00% Convertible Senior Notes due 2028 | Modified 2019 Notes | Fair Value Of Embedded Conversion Option | |||||||
Debt Instrument [Line Items] | |||||||
Conversion of Convertible Securities Stock Issued | value | $ 2,600,000 | 2,800,000 | |||||
1.00% Convertible Senior Notes due 2028 | 2023 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Notes redemption price | 100% | ||||||
Notes, carrying value | $ 513,900,000 | 510,100,000 | |||||
0.375% Convertible Senior Notes due 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Notes issued | $ 287,500,000 | 69,600,000 | 69,700,000 | $ 287,500,000 | |||
Notes, interest rate | 0.375% | ||||||
Proceeds from issuance of convertible senior notes, net of costs | $ 278,500,000 | ||||||
Unamortized debt issuance costs | 136,000 | 248,000 | |||||
Notes conversion ratio per $1,000 principal amount | 8.6749 | ||||||
Notes initial conversion price | $ / shares | $ 115.28 | ||||||
Subsequent to conversion | $ 100,000 | ||||||
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, carrying value | $ 69,500,000 | 69,500,000 | |||||
Fair value of the note | 119,000,000 | 109,800,000 | |||||
Additional Notes issued | $ 37,500,000 | ||||||
Debt instrument amount convertible into equity | $ 200,000 | ||||||
Debt Instrument, Convertible, Threshold Trading Days | Days | 20 | ||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | Days | 30 | ||||||
Notes threshold percentage of stock price trigger | 130% | ||||||
0.375% Convertible Senior Notes due 2024 | Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Notes issued | $ 1,000 | ||||||
0.375% Convertible Senior Notes due 2024 | Exchange Transaction | |||||||
Debt Instrument [Line Items] | |||||||
Notes issued | $ 69,700,000 |
Convertible Senior Notes - Conv
Convertible Senior Notes - Convertible Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 14, 2023 |
Debt Instrument [Line Items] | |||
Total convertible senior notes | $ 513,918 | $ 510,143 | |
1.00% Convertible Senior Notes due 2028 | |||
Debt Instrument [Line Items] | |||
Principal amount | 600,000 | 600,000 | $ 309,900 |
Unamortized debt discount | (78,132) | (81,457) | |
Unamortized debt issuance costs | (7,950) | (8,400) | |
Total convertible senior notes | 513,918 | 510,143 | |
0.375% Convertible Senior Notes due 2024 | |||
Debt Instrument [Line Items] | |||
Principal amount | 69,616 | 69,700 | $ 217,700 |
Unamortized debt issuance costs | (136) | (248) | |
Total convertible senior notes | $ 69,480 | $ 69,452 |
Convertible Senior Notes - Sche
Convertible Senior Notes - Schedule of convertiable note interest expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||
Amortization of debt discount | $ 3,809 | $ 457 |
2023 Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 1,500 | |
Amortization of debt discount | 3,326 | |
Amortization of debt issuance costs | 371 | |
Total | $ 5,197 | |
Debt Instrument, Interest Rate, Effective Percentage | 4.39% | |
2019 Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 65 | 270 |
Amortization of debt issuance costs | 112 | 457 |
Total | $ 177 | $ 727 |
Debt Instrument, Interest Rate, Effective Percentage | 1% | 1% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 28, 2024 | Dec. 31, 2023 | Dec. 31, 2018 | |
Stockholders Equity Note Disclosure [Line Items] | |||||
Aggregate intrinsic value of stock options exercised | $ 1.7 | $ 0.2 | |||
Weighted average grant date fair value of share-based awards granted | $ 97.61 | $ 89.25 | |||
Weighted average grant date fair value of restricted stock units granted | $ 192.59 | ||||
Total unrecognized compensation cost | $ 85.7 | ||||
Unrecognized compensation cost, weighted average remaining requisite service period | 2 years 11 months 15 days | ||||
Number of unvested options and restricted stock units | 2,294,896 | ||||
Common stock, shares issued | 55,841,318 | 55,766,078 | |||
FlexBiosys | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Common stock, shares issued | 2,770 | ||||
Earnout consideration earned | 20% | ||||
2018 Plan | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Common stock shares reserved for Issuance | 2,778,000 | ||||
Incentive options, vesting period | 1,511,335 | ||||
Unvested Options | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Incentive options, vesting period | 5 years | ||||
Restricted Stock Units and Performance Stock Units | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Aggregate intrinsic value of restricted stock units vested | $ 19 | $ 24.3 | |||
Weighted average grant date fair value of restricted stock units granted | $ 192.59 | $ 180.05 | |||
Restricted Stock Unit | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Closing price of common stock | $ 183.92 |
Stockholders' Equity - Stock-Ba
Stockholders' Equity - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $ 8,776 | $ 7,254 |
Cost of goods sold | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 604 | 591 |
Research and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 944 | 787 |
Selling, general and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $ 7,228 | $ 5,876 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Option Activity (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) $ / shares shares | ||
Options Outstanding | ||
Options outstanding at December 31, 2023 | shares | 649,130 | |
Granted | shares | shares | 39,528 | |
Exercised | shares | shares | (13,708) | |
Forfeited/expired/cancelled | shares | (10,970) | |
Options outstanding at March 31, 2024 /Shares | shares | 663,980 | |
Options exercisable at March 31, 2024 | shares | shares | 400,302 | |
Vested and expected to vest at March 31, 2024 | shares | shares | 650,402 | [1] |
Weighted-Average Exercise Price Per Share | ||
Options outstanding at December 31, 2023 | $ / shares | $ 85.97 | |
Granted | $ / shares | 192.8 | |
Exercised | $ / shares | 68.95 | |
Forfeited/expired/cancelled | $ / shares | 77.7 | |
Options outstanding at March 31, 2024 | $ / shares | 92.81 | |
Options exercisable at March 31, 2024 | $ / shares | 71.62 | |
Vested and expected to vest at March 31, 2024 | $ / shares | $ 92.21 | [1] |
Weighted-Average Remaining Contractual Term (in years) | ||
Vested and expected to vest at March 31, 2024 | 5 years 8 months 1 day | [1] |
Aggregate Intrinsic Value | ||
Vested and expected to vest at March 31, 2024 | $ | $ 61,471 | [1] |
[1] Represents the number of vested options as of March 31, 2024 plus the number of unvested options expected to vest as of March 31, 2024 based on the unvested outstanding options at March 31, 2024 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_2
Stockholders' Equity - Summary of Option Activity (Parenthetical) (Detail) - Employee Stock Option | Mar. 31, 2024 |
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_3
Stockholders' Equity - Summary of Restricted Stock Unit Activity (Detail) | 3 Months Ended | |
Mar. 31, 2024 $ / shares shares | ||
Options Outstanding | ||
Unvested at December 31, 2023 | shares | 474,320 | |
Awarded | shares | 152,483 | |
Vested | shares | (98,246) | |
Forfeited/expired/cancelled | shares | (20,968) | |
Unvested at March 31, 2024 | shares | 507,589 | |
Vested and expected to vest at March 31, 2024 | shares | 444,179 | [1] |
Weighted-Average Remaining Contractual Term (in years) | ||
Weighted Average, Unvested at December 31,2023 | $ / shares | $ 155.59 | |
Weighted Average, Awarded | $ / shares | 192.59 | |
Weighted Average, Vested | $ / shares | 148.67 | |
Weighted Average, Forfeited/Cancelled | $ / shares | 186.59 | |
Weighted Average, Unvested at March 31, 2024 | $ / shares | 166.78 | |
Weighted Average, Vested and expected to vest at March 31, 2024 | $ / shares | $ 165.03 | [1] |
[1] Represents the number of vested stock units as of March 31, 2024 plus the number of unvested stock units expected to vest as of March 31, 2024 based on the unvested outstanding stock units at March 31, 2024 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_4
Stockholders' Equity - Summary of Restricted Stock Unit Activity (Parenthetical) (Detail) - Restricted Stock Units and Performance Stock Units | Mar. 31, 2024 |
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 | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
NGL Impact A [Member] | Research and Development Arrangement [Member] | ||
Commitments and Contingencies [Line Items] | ||
Royalty payments | $ 0.9 | $ 1.1 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2021 | |
Income Taxes [Line Items] | |||
Income tax (benefit) provision | $ 20 | $ 7,263 | |
Effective tax rate | 0.90% | 20.10% | |
Inflation Reduction Act Of Two Thousand Twenty Two [Member] | |||
Income Taxes [Line Items] | |||
Percentage of alternative minimum tax | 15% |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 14, 2023 | Jul. 31, 2019 | Jul. 19, 2019 | |
Common stock excluded from calculation of diluted earnings per share | 298,998 | 263,871 | ||||
Dilutive effect on shares of conversion premium | 238,361 | 882,599 | ||||
Denominator for diluted earnings per share - adjusted weighted average shares used in computing net income per share - diluted | 56,531 | 57,049 | ||||
1.00% Convertible Senior Notes due 2028 | ||||||
Principal amount | $ 290,100 | |||||
Principal amount | $ 600,000 | $ 600,000 | 309,900 | |||
Cash | 290,100 | |||||
0.375% Convertible Senior Notes due 2024 | ||||||
Principal amount | 69,600 | 69,700 | $ 287,500 | $ 287,500 | ||
Principal amount | 69,616 | $ 69,700 | $ 217,700 | |||
Subsequent to conversion | $ 100 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Basic and Diluted Shares Amounts (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Numerator | |||
Net Income (Loss) | $ 2,094 | $ 28,829 | |
Denominator | |||
Weighted average shares used in computing net income per share - basic | 55,791 | 55,590 | |
Effect of dilutive shares | |||
Options and stock units | 473 | 529 | |
Convertible Senior Notes | [1] | 238 | 883 |
Contingent consideration | 29 | 44 | |
Dilutive effect of unvested performance stock units | 0 | 3 | |
Dilutive potential common shares | 740 | 1,459 | |
Denominator for diluted earnings per share - adjusted weighted average shares used in computing net income per share - diluted | 56,531 | 57,049 | |
Earnings per share: | |||
Basic | $ 0.04 | $ 0.52 | |
Diluted | $ 0.04 | $ 0.51 | |
[1] Represents the dilutive impact for the Company's 2019 Notes. As of March 31, 2024, the if-converted value is less than the outstanding principal of the 2023 Notes and are therefore anti-dilutive. Refer to Note 8, "Convertible Senior Notes," above for more information. |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - Principal Owner - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Rental expense | $ 0.2 | $ 0.2 |
Minimum | Spectrum Inc. | ||
Related Party Transaction [Line Items] | ||
Non controlling ownership interest minimum | 5% |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) Segment | Mar. 31, 2023 USD ($) | Dec. 31, 2023 | |
Number of operating segments | Segment | 1 | ||
Accounts receivable, percentage by customer | 100% | 100% | |
Revenue | $ 151,346 | $ 182,660 | |
Sales Revenue | |||
Revenue | $ 0 | ||
Customer Concentration Risk | Sales Revenue | Pfizer [Member] | |||
Revenue | $ 20,100 | ||
Customer Concentration Risk | Accounts Receivable [Member] | Customer Number One [Member] | |||
Accounts receivable, percentage by customer | 10% | 10% | |
Customer Concentration Risk | Minimum [Member] | Sales Revenue | |||
Accounts receivable, percentage by customer | 10% | ||
Customer Concentration Risk | Minimum [Member] | Sales Revenue | Pfizer [Member] | |||
Accounts receivable, percentage by customer | 11% |
Segment Reporting - Percentage
Segment Reporting - Percentage of Revenue by Geographic Area (Detail) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Concentration Risk [Line Items] | ||
Revenues, percentage by country | 100% | 100% |
Geographic Concentration Risk | Total Revenue | North America | ||
Concentration Risk [Line Items] | ||
Revenues, percentage by country | 49% | 38% |
Geographic Concentration Risk | Total Revenue | Europe | ||
Concentration Risk [Line Items] | ||
Revenues, percentage by country | 33% | 39% |
Geographic Concentration Risk | Total Revenue | APAC/Other | ||
Concentration Risk [Line Items] | ||
Revenues, percentage by country | 18% | 23% |