Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Feb. 12, 2014 | Jun. 28, 2013 | |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'RGEN | ' | ' |
Entity Registrant Name | 'REPLIGEN CORP | ' | ' |
Entity Central Index Key | '0000730272 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 31,935,541 | ' |
Entity Public Float | ' | ' | $262,149,000 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash and cash equivalents | $39,829,653 | $29,209,821 |
Marketable securities | 21,793,550 | 10,845,195 |
Accounts receivable, less reserve for doubtful accounts of $10,000 | 4,946,132 | 4,158,758 |
Royalties and other receivables | 6,730,818 | 9,130,515 |
Inventories, net | 11,798,638 | 11,143,695 |
Deferred tax asset, net | 1,984 | 416,580 |
Prepaid expenses and other current assets | 1,249,824 | 1,304,887 |
Total current assets | 86,350,599 | 66,209,451 |
Property, plant and equipment, at cost: | ' | ' |
Leasehold improvements | 8,973,615 | 5,200,271 |
Equipment | 13,684,954 | 12,802,978 |
Furniture and fixtures | 2,116,017 | 1,937,238 |
Construction in progress | 21,647 | 338,814 |
Total property, plant and equipment, at cost | 24,796,233 | 20,279,301 |
Less: Accumulated depreciation | -12,287,010 | -10,326,840 |
Property, plant and equipment, net | 12,509,223 | 9,952,461 |
Long-term deferred tax asset, net | 184,848 | 2,557,384 |
Long-term marketable securities | 12,218,602 | 9,914,855 |
Intangible assets, net | 6,187,632 | 7,182,012 |
Goodwill | 994,000 | 994,000 |
Restricted cash | 200,000 | 200,000 |
Total assets | 118,644,904 | 97,010,163 |
Current liabilities: | ' | ' |
Accounts payable | 1,721,459 | 2,454,238 |
Accrued liabilities | 9,579,712 | 8,297,990 |
Total current liabilities | 11,301,171 | 10,752,228 |
Other long-term liabilities | 3,457,631 | 2,133,339 |
Commitments and contingencies (Note 5) | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $.01 par value, 5,000,000 shares authorized, no shares issued or outstanding | ' | ' |
Common stock, $.01 par value, 40,000,000 shares authorized, 31,925,741 shares at December 31, 2013 and 31,195,041 shares at December 31, 2012 issued and outstanding | 319,257 | 311,950 |
Additional paid-in capital | 190,625,937 | 187,051,253 |
Accumulated other comprehensive income | 1,998,330 | 1,911,970 |
Accumulated deficit | -89,057,422 | -105,150,577 |
Total stockholders' equity | 103,886,102 | 84,124,596 |
Total liabilities and stockholders' equity | $118,644,904 | $97,010,163 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accounts receivable, reserve for doubtful accounts | $10,000 | $10,000 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 31,925,741 | 31,195,041 |
Common stock, shares outstanding | 31,925,741 | 31,195,041 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Income (Loss) (USD $) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | |
Revenue: | ' | ' | ' | ' |
Product revenue | $13,215,053 | $11,810,869 | $47,482,382 | $41,834,188 |
Royalty and other revenue | 10,235,194 | 9,573,770 | 20,687,241 | 20,432,348 |
Total revenue | 23,450,247 | 21,384,639 | 68,169,623 | 62,266,536 |
Operating expenses: | ' | ' | ' | ' |
Cost of product revenue | 5,157,135 | 4,186,670 | 22,481,122 | 24,957,243 |
Cost of royalty and other revenue | 1,315,315 | 1,160,775 | 2,682,177 | 2,213,004 |
Research and development | 9,461,960 | 8,744,548 | 7,340,698 | 10,489,811 |
Selling, general and administrative | 9,050,382 | 5,580,215 | 12,701,195 | 13,226,732 |
Contingent consideration - fair value adjustments | ' | ' | 91,191 | 610,877 |
Gain on bargain purchase | -427,478 | ' | ' | -314,244 |
Total operating expenses | 24,557,314 | 19,672,208 | 45,296,383 | 51,183,423 |
Income (loss) from operations | -1,107,067 | 1,712,431 | 22,873,240 | 11,083,113 |
Investment income | 161,053 | 287,430 | 301,078 | 218,604 |
Interest expense | -27,773 | -12,683 | -49,849 | -56,714 |
Other income (expense) | -623,094 | ' | -110,648 | 26,403 |
Income (loss) before income taxes | -1,596,881 | 1,987,178 | 23,013,821 | 11,271,406 |
Income tax (benefit) provision | 15,744 | ' | 6,920,666 | -2,884,631 |
Net income (loss) | -1,612,625 | 1,987,178 | 16,093,155 | 14,156,037 |
Earnings (loss) per share: | ' | ' | ' | ' |
Basic | ($0.05) | $0.06 | $0.51 | $0.46 |
Diluted | ($0.05) | $0.06 | $0.50 | $0.45 |
Weighted average shares outstanding: | ' | ' | ' | ' |
Basic | 30,774,467 | 30,778,430 | 31,667,015 | 30,914,424 |
Diluted | 30,774,467 | 30,949,264 | 32,406,641 | 31,253,434 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Unrealized gain (loss) on investments | 6,338 | ' | -19,411 | 7,792 |
Foreign currency translation gain | 107,289 | ' | 105,771 | 1,790,551 |
Comprehensive income (loss) | ($1,498,998) | $1,987,178 | $16,179,515 | $15,954,380 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit |
Balance, at Dec. 31, 2010 | $67,086,704 | $308,123 | $184,743,195 | ' | ($117,964,614) |
Balance, (in shares) at Dec. 31, 2010 | ' | 30,812,257 | ' | ' | ' |
Net income | -1,612,625 | ' | ' | ' | -1,612,625 |
Unrealized gain on investments | 6,338 | ' | ' | 6,338 | ' |
Foreign currency translation adjustment | 107,289 | ' | ' | 107,289 | ' |
Share-based compensation expense | 730,136 | ' | 730,136 | ' | ' |
Repurchase and retirement of treasury stock (in shares) | ' | -100,000 | ' | ' | ' |
Repurchase and retirement of treasury stock | -330,867 | -1,000 | -600,492 | ' | 270,625 |
Exercise of stock options (in shares) | ' | 2,500 | ' | ' | ' |
Exercise of stock options | 25 | 25 | ' | ' | ' |
Balance, at Dec. 31, 2011 | 65,987,000 | 307,148 | 184,872,839 | 113,627 | -119,306,614 |
Balance, (in shares) at Dec. 31, 2011 | ' | 30,714,757 | ' | ' | ' |
Net income | 14,156,037 | ' | ' | ' | 14,156,037 |
Unrealized gain on investments | 7,792 | ' | ' | 7,792 | ' |
Foreign currency translation adjustment | 1,790,551 | ' | ' | 1,790,551 | ' |
Share-based compensation expense | 1,024,152 | ' | 1,024,152 | ' | ' |
Exercise of stock options (in shares) | ' | 480,284 | ' | ' | ' |
Exercise of stock options | 1,159,064 | 4,802 | 1,154,262 | ' | ' |
Balance, at Dec. 31, 2012 | 84,124,596 | 311,950 | 187,051,253 | 1,911,970 | -105,150,577 |
Balance, (in shares) at Dec. 31, 2012 | ' | 31,195,041 | ' | ' | ' |
Net income | 16,093,155 | ' | ' | ' | 16,093,155 |
Unrealized gain on investments | -19,411 | ' | ' | -19,411 | ' |
Foreign currency translation adjustment | 105,771 | ' | ' | 105,771 | ' |
Share-based compensation expense | 1,059,806 | ' | 1,059,806 | ' | ' |
Exercise of stock options (in shares) | 927,654 | 730,700 | ' | ' | ' |
Exercise of stock options | 2,522,185 | 7,307 | 2,514,878 | ' | ' |
Balance, at Dec. 31, 2013 | $103,886,102 | $319,257 | $190,625,937 | $1,998,330 | ($89,057,422) |
Balance, (in shares) at Dec. 31, 2013 | ' | 31,925,741 | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ' | ' | ' | ' |
Net income (loss): | ($1,612,625) | $1,987,178 | $16,093,155 | $14,156,037 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' | ' | ' |
Depreciation and amortization | 1,274,597 | 1,274,247 | 3,113,892 | 3,508,592 |
Stock-based compensation expense | 730,136 | 748,235 | 1,059,806 | 1,024,152 |
Deferred tax expense (benefit) | 15,744 | ' | 2,787,967 | -3,143,268 |
Gain on bargain purchase | -427,478 | ' | ' | -314,244 |
Loss on revaluation of contingent consideration | 28,182 | ' | 91,191 | 604,133 |
Loss on disposal of assets | 2,826 | ' | 1,836 | ' |
Changes in assets and liabilities: | ' | ' | ' | ' |
Accounts receivable | 3,551,969 | -601,141 | -773,954 | -1,211,343 |
Royalties and other receivables | -694,238 | -450,600 | 2,399,697 | -5,923,675 |
Inventories | -870,252 | 263,570 | -625,895 | 2,734,239 |
Prepaid expenses and other current assets | -190,007 | -708,311 | 57,604 | 30,266 |
Accounts payable | 247,222 | -291,824 | -733,728 | 1,001,546 |
Accrued liabilities | 243,182 | -408,224 | 1,256,736 | 2,083,964 |
Long-term liabilities | 11,487 | -25,447 | 1,201,660 | -1,110,791 |
Net cash provided by operating activities | 2,310,745 | 1,787,683 | 25,929,967 | 13,439,608 |
Cash flows from investing activities: | ' | ' | ' | ' |
Purchases of marketable securities | -49,465,924 | -58,095,140 | -42,480,331 | -39,109,959 |
Sales of marketable securities | 26,290,378 | ' | ' | ' |
Redemptions of marketable securities | 45,624,819 | 54,225,000 | 29,208,818 | 43,214,487 |
Purchases of property, plant and equipment | -575,455 | -317,982 | -4,634,776 | -1,263,647 |
Net cash provided by (used in) investing activities | -5,010,610 | -4,488,122 | -17,906,289 | 2,840,881 |
Cash flows from financing activities: | ' | ' | ' | ' |
Exercise of stock options | 25 | 25,758 | 2,450,220 | 1,159,064 |
Excess tax benefit on exercise of stock options | ' | ' | 71,964 | ' |
Repurchase and retirement of treasury stock | -330,867 | ' | ' | ' |
Principal payments under capital lease obligations | ' | -56,850 | ' | ' |
Net cash provided by (used in) financing activities | -330,842 | -31,092 | 2,522,184 | 1,159,064 |
Effect of exchange rate changes on cash and cash equivalents | -5,092 | ' | 73,970 | 602,523 |
Net increase (decrease) in cash and cash equivalents | -3,035,799 | -2,731,531 | 10,619,832 | 18,042,076 |
Cash and cash equivalents, beginning of period | 14,203,544 | 12,526,040 | 29,209,821 | 11,167,745 |
Cash and cash equivalents, end of period | 11,167,745 | 9,794,509 | 39,829,653 | 29,209,821 |
Supplemental disclosure of non-cash investing activities: | ' | ' | ' | ' |
Income taxes paid | ' | ' | 1,264,000 | 140,000 |
BioFlash Partners, LLC | ' | ' | ' | ' |
Cash flows from investing activities: | ' | ' | ' | ' |
Payment for acquisition of business | ' | -300,000 | ' | ' |
Novozymes | ' | ' | ' | ' |
Cash flows from investing activities: | ' | ' | ' | ' |
Payment for acquisition of business | -26,884,428 | ' | ' | ' |
Supplemental disclosure of non-cash investing activities: | ' | ' | ' | ' |
Contingent consideration transferred in the Novozymes Acquisition | $1,610,560 | ' | ' | ' |
Organization_and_Nature_of_Bus
Organization and Nature of Business | 12 Months Ended | |
Dec. 31, 2013 | ||
Organization and Nature of Business | ' | |
1 | Organization and Nature of Business | |
Repligen Corporation (“Repligen” or the “Company”) is a life sciences company that develops, manufactures and markets high-value, consumable bioprocessing products for life sciences companies and biopharmaceutical manufacturing companies worldwide. The Company is a world-leading manufacturer of both native and recombinant forms of Protein A, critical reagents used in biomanufacturing to separate and purify monoclonal antibodies, a type of biologic drug. Repligen also supplies several growth factor products used to increase cell culture productivity during the biomanufacturing process. In the expanding area of flexible biomanufacturing technologies, the Company has developed and currently markets a series of OPUS (Open-Platform, User-Specified) chromatography columns for use in clinical-scale manufacturing. The Company generally manufactures and sells Protein A and growth factors to life sciences companies under long-term supply agreements and sells its chromatography columns, as well as media and quality test kits, directly to biopharmaceutical companies or contract manufacturing organizations. Repligen refers to these activities as its bioprocessing business. The Company manufactures its products in production facilities in the United States and Sweden. | ||
Historically, Repligen also conducted activities aimed at developing proprietary therapeutic drug candidates, often with a potential of entering into a collaboration with a larger commercial stage pharmaceutical or biotechnology company in respect of these programs. In addition, the Company has out-licensed certain intellectual property to Bristol-Myers Squibb Company, from which Repligen received royalties on Bristol’s net sales in the United States of their product Orencia®. On April 7, 2008, we entered into a settlement agreement with Bristol in connection with a patent infringement lawsuit that we filed against Bristol. Under the terms of the settlement agreement, Bristol was obligated to pay us royalties on its U.S. net sales of Orencia® for any clinical indication at a rate of 1.8% for the first $500,000,000 of annual sales, 2.0% for the next $500,000,000 of annual sales and 4% of annual sales in excess of $1 billion. Under the terms of the agreement, we will not receive any future royalties on Bristol’s sales of Orencia® made after December 31, 2013. As part of Repligen’s strategic decision in 2012 to focus the Company’s efforts on its core bioprocessing business, the Company reduced efforts on its clinical development programs and increased its efforts to find collaboration partners to finish their development and, if successful, commercialize these therapeutic drug candidates. | ||
The Company is subject to a number of risks typically associated with companies in the biotechnology industry. These risks principally include the Company’s dependence on key customers, development by the Company or its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with the FDA and other governmental regulations and approval requirements, as well as the ability to grow the Company’s business and obtain adequate funding to finance this growth. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||||||
2 | Summary of Significant Accounting Policies | ||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“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 period. Actual results could differ from those estimates. | |||||||||||||||||
Consolidation | |||||||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Repligen Sweden AB. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||||||||
Foreign Currency | |||||||||||||||||
The Company translates the assets and liabilities of its foreign subsidiary at rates in effect at the end of the reporting period. Revenues and expenses are translated at average rates in effect during the reporting period. Translation adjustments are included in accumulated other comprehensive income. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
Product Sales | |||||||||||||||||
The Company generates revenue from the sale of products, licensing transactions and research and development collaborations. The Company’s product revenues are from the sale of bioprocessing products to customers in the life science and biopharmaceutical industries. Revenue related to product sales is recognized upon delivery of the product to the customer as long as there is persuasive evidence of an arrangement, the sales price is fixed or determinable and collection of the related receivable is reasonably assured. Determination of whether these criteria have been met are based on management’s judgments primarily regarding the fixed nature of the fee charged for the product delivered and the collectability of those fees. The Company has a few longstanding customers who comprise the majority of revenue and have excellent payment histories and therefore the Company does not require collateral. The Company has had no significant write-offs of uncollectible invoices in the periods presented. | |||||||||||||||||
At the time of sale, the Company also evaluates the need to accrue for warranty and sales returns. The supply agreements the Company has with its customers and the related purchase orders identify the terms and conditions of each sale and the price of the goods ordered. Due to the nature of the sales arrangements, inventory produced for sale is tested for quality specifications prior to shipment. Since the product is manufactured to order and in compliance with required specifications prior to shipment, the likelihood of sales return, warranty or other issues is largely diminished. Sales returns and warranty issues are infrequent and have had nominal impact on the Company’s financial statements historically. | |||||||||||||||||
Orencia Royalty | |||||||||||||||||
In April 2008, the Company settled its outstanding litigation with Bristol and began recognizing royalty revenue in fiscal year 2009 for Bristol’s net sales in the United States of Orencia®, which is used in the treatment of rheumatoid arthritis. Pursuant to the settlement with Bristol (see Note 9), the Company recognized royalty revenue of $17,881,000 and $14,753,000 for the fiscal years ended December 31, 2013 and 2012, respectively, and $8,769,000 for the nine-month fiscal year ended December 31, 2011. Revenue earned from Bristol royalties is recorded in the periods when it is earned based on royalty reports sent by Bristol to the Company. The Company has no continuing obligations to Bristol as a result of this settlement. The Company’s royalty agreement with Bristol provides that the Company will receive such royalty payments from Bristol through December 31, 2013. | |||||||||||||||||
Therapeutics Licensing Agreements | |||||||||||||||||
Activities under licensing agreements are evaluated in accordance with ASC 605-25 to determine if they represent a multiple element revenue arrangement. The Company identifies the deliverables included within the agreement and evaluates which deliverables represent separate units of accounting. The Company accounts for those components as separate units of accounting if the following two criteria are met: | |||||||||||||||||
• | The delivered item or items have value to the customer on a stand-alone basis. | ||||||||||||||||
• | If there is a general right of return relative to the delivered items, delivery or performance of the undelivered items is considered probable and within our control. | ||||||||||||||||
Factors considered in this determination include, among other things, whether any other vendors sell the items separately and if the licensee could use the delivered item for its intended purpose without the receipt of the remaining deliverables. If multiple deliverables included in an arrangement are separable into different units of accounting, the Company allocates the arrangement consideration to those units of accounting. The amount of allocable arrangement consideration is limited to amounts that are fixed or determinable. Arrangement consideration is allocated at the inception of the arrangement to the identified units of accounting based on their relative selling price. Revenue is recognized for each unit of accounting when the appropriate revenue recognition criteria are met. | |||||||||||||||||
Future milestone payments, if any, under a license agreement will be recognized under the provisions of ASC 605-28, which the Company adopted on January 1, 2011. The Company has elected to recognize a payment that is contingent upon the achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. A milestone is substantive if: | |||||||||||||||||
• | It can only be achieved based in whole or in part on either (1) the Company’s performance or (2) on the occurrence of a specific outcome resulting from the Company’s performance; | ||||||||||||||||
• | There is substantive uncertainty at the date an arrangement is entered into that the event will be achieved; and | ||||||||||||||||
• | It would result in additional payments being due to the entity. | ||||||||||||||||
The Company believes that the clinical milestone payments pursuant to the license agreement with Pfizer, Inc. (“Pfizer”), as described in Note 10, are substantive and thus will be recognized when achieved. The commercial milestone payments and royalty payments received under license agreements, if any, will be recognized as revenue when they are earned. | |||||||||||||||||
Research and Development Agreements | |||||||||||||||||
For the fiscal year ended December 31, 2013, the Company recognized $1,589,000 of revenue from sponsored research and development projects under agreements with the National Institutes of Health / Scripps Research Institute, the Muscular Dystrophy Association, GoFar and the European Friedrich’s Ataxia Consortium for Translational Studies. | |||||||||||||||||
In the fiscal year ended December 31, 2012, the Company recognized $803,000 of revenue from sponsored research and development projects under agreements with the National Institutes of Health / Scripps Research Institute, the European Friedrich’s Ataxia Consortium for Translational Studies, GoFar, and the Friedreich’s Ataxia Research Alliance. | |||||||||||||||||
For the nine-month fiscal year ended December 31, 2011, the Company recognized $1,466,000 of revenue from sponsored research and development projects under agreements with the Muscular Dystrophy Association, the National Institutes of Health / Scripps Research Institute, the European Friedrich’s Ataxia Consortium for Translational Studies, Go Friedreich’s Ataxia Research (“GoFar”), and the Friedreich’s Ataxia Research Alliance. For the nine-month period ended December 31, 2010, the Company recognized $1,102,000 of revenue from sponsored research and development projects under agreements with the Muscular Dystrophy Association, the National Institutes of Health / Scripps Research Institute, GoFar, and the Friedreich’s Ataxia Research Alliance. For the nine months ended December 31, 2010, the Company also recognized approximately $733,000 in one-time grants under the Qualifying Therapeutic Discovery Project Program, which was created in March 2010 as part of the Patient Protection and Affordability Care Act. | |||||||||||||||||
Research revenue is recognized when the expense has been incurred and services have been performed. Determination of which costs incurred qualify for reimbursement under the terms of the Company’s contractual agreements and the timing of when such costs were incurred involves the judgment of management. The Company’s calculations are based upon the agreed-upon terms as stated in the arrangements. However, should the estimated calculations change or be challenged by other parties to the agreements, research revenue may be adjusted in subsequent periods. The calculations have not historically changed or been challenged and the Company does not anticipate any subsequent change in its revenue related to sponsored research and development projects. | |||||||||||||||||
There have been no material changes to the Company’s initial estimates related to revenue recognition in any periods presented in the accompanying consolidated financial statements. | |||||||||||||||||
Risks and Uncertainties | |||||||||||||||||
The Company evaluates its operations periodically to determine if any risks and uncertainties exist that could impact its operations in the near term. The Company does not believe that there are any significant risks which have not already been disclosed in the consolidated financial statements. A loss of certain suppliers could temporarily disrupt operations, although alternate sources of supply exist for these items. The Company has mitigated these risks by working closely with key suppliers, identifying alternate sources and developing contingency plans. | |||||||||||||||||
Cash, Cash Equivalents and Marketable Securities | |||||||||||||||||
At December 31, 2013 and December 31, 2012, the Company’s investments included money market funds as well as short-term and long-term marketable securities. Marketable securities are investments with original maturities of greater than 90 days. Long-term marketable securities are securities with maturities of greater than one year. The average remaining contractual maturity of marketable securities at December 31, 2013 is approximately 10.5 months. | |||||||||||||||||
Investments in debt securities consisted of the following at December 31, 2013: | |||||||||||||||||
December 31, 2013 | |||||||||||||||||
Amortized | Gross | Gross | Fair Value | ||||||||||||||
Cost | Unrealized | Unrealized | |||||||||||||||
Gain | Loss | ||||||||||||||||
Marketable securities: | |||||||||||||||||
U.S. Government and agency securities | $ | 8,165,464 | $ | 435 | $ | (630 | ) | $ | 8,165,269 | ||||||||
Corporate and other debt securities | 13,626,690 | 3,636 | (2,045 | ) | 13,628,281 | ||||||||||||
21,792,154 | 4,071 | (2,675 | ) | 21,793,550 | |||||||||||||
Long-term marketable securities: | |||||||||||||||||
U.S. Government and agency securities | 11,599,415 | 466 | (7,034 | ) | 11,592,847 | ||||||||||||
Corporate and other debt securities | 625,882 | 100 | (227 | ) | 625,755 | ||||||||||||
12,225,297 | 566 | (7,261 | ) | 12,218,602 | |||||||||||||
Total | $ | 34,017,451 | $ | 4,637 | $ | (9,936 | ) | $ | 34,012,152 | ||||||||
At December 31, 2013, the Company’s investments included forty-two debt securities in unrealized loss positions with a total unrealized loss of approximately $10,000 and a total fair market value of approximately $18,981,000. All investments with gross unrealized losses have been in unrealized loss positions for less than 12 months. The unrealized losses were caused primarily by current economic and market conditions. There was no change in the credit risk of the securities. The Company does not intend to sell any investments in an unrealized loss position and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases. There were no realized gains or losses on the investments for the fiscal years ended December 31, 2013 and 2012, or the nine-month fiscal year ended December 31, 2011. | |||||||||||||||||
Investments in debt securities consisted of the following at December 31, 2012: | |||||||||||||||||
December 31, 2012 | |||||||||||||||||
Amortized | Gross | Gross | Fair Value | ||||||||||||||
Cost | Unrealized | Unrealized | |||||||||||||||
Gain | Loss | ||||||||||||||||
Marketable securities: | |||||||||||||||||
U.S. Government and agency securities | $ | 2,000,897 | $ | 353 | $ | (7 | ) | $ | 2,001,243 | ||||||||
Corporate and other debt securities | 8,835,098 | 8,854 | — | 8,843,952 | |||||||||||||
10,835,995 | 9,207 | (7 | ) | 10,845,195 | |||||||||||||
Long-term marketable securities: | |||||||||||||||||
U.S. Government and agency securities | 5,198,264 | 2,747 | — | 5,201,011 | |||||||||||||
Corporate and other debt securities | 4,711,679 | 3,525 | (1,360 | ) | 4,713,844 | ||||||||||||
9,909,943 | 6,272 | (1,360 | ) | 9,914,855 | |||||||||||||
Total | $ | 20,745,938 | $ | 15,479 | $ | (1,367 | ) | $ | 20,760,050 | ||||||||
The contractual maturities of debt securities at December 31, 2013 were as follows: | |||||||||||||||||
Amortized | Fair Value | ||||||||||||||||
Cost | |||||||||||||||||
Due in 1 year or less | $ | 21,792,154 | $ | 21,793,550 | |||||||||||||
Due in 1 to 2 years | 12,225,297 | 12,218,602 | |||||||||||||||
$ | 34,017,451 | $ | 34,012,152 | ||||||||||||||
Fair Value Measurement | |||||||||||||||||
In determining the fair value of its assets and liabilities, the Company uses various valuation approaches. The Company employs a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: | |||||||||||||||||
Level 1 | — | Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. | |||||||||||||||
Level 2 | — | Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. | |||||||||||||||
Level 3 | — | Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | |||||||||||||||
The availability of observable inputs can vary among the various types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the overall fair value measurement. | |||||||||||||||||
The Company’s fixed income investments are comprised of obligations of U.S. government agencies, corporate debt securities and other interest bearing securities. These investments have been initially valued at the transaction price and subsequently valued, at the end of each reporting period, utilizing third party pricing services or other market observable data. The pricing services utilize industry standard valuation models, including both income and market based approaches and observable market inputs to determine value. These observable market inputs include reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers, current spot rates and other industry and economic events. The Company validates the prices provided by third party pricing services by reviewing their pricing methods and matrices, obtaining market values from other pricing sources, analyzing pricing data in certain instances and confirming that the relevant markets are active. After completing its validation procedures, the Company did not adjust or override any fair value measurements provided by the pricing services as of December 31, 2013. | |||||||||||||||||
The following fair value hierarchy table presents information about each major category of the Company’s assets measured at fair value on a recurring basis as of December 31, 2013: | |||||||||||||||||
Fair value measurement at reporting date using: | |||||||||||||||||
Quoted prices in | Significant | Significant | Total | ||||||||||||||
active markets for | other observable | unobservable | |||||||||||||||
identical assets | inputs | inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Assets: | |||||||||||||||||
Money market funds | $ | 8,265,089 | $ | — | $ | — | $ | 8,265,089 | |||||||||
U.S. Government and agency securities | 9,792,141 | 9,965,975 | — | 19,758,116 | |||||||||||||
Corporate and other debt securities | — | 14,254,036 | — | 14,254,036 | |||||||||||||
Total | $ | 18,057,230 | $ | 24,220,011 | $ | — | $ | 42,277,241 | |||||||||
The Company has no other assets or liabilities for which fair value measurement is either required or has been elected to be applied, other than the liabilities for contingent consideration recorded in connection with the Novozymes Acquisition and the acquisition of the assets of BioFlash. The contingent consideration related to Novozymes is valued using management’s best estimates of expected future milestone payments of amounts to be paid to Novozymes Biopharma DK A/S, a company organized under the laws of Denmark (“Novozymes Denmark”). The contingent consideration related to BioFlash is valued using management’s best estimates of royalties to be paid to the former shareholders of BioFlash based on sales of the acquired assets. These valuations are Level 3 valuations as the primary inputs are unobservable. Changes in the fair value of contingent consideration in the year ended December 31, 2013 are primarily attributable to a 1,000,000 Euro milestone payment made to Novozymes Denmark in March 2013 and a $55,000 minimum royalty payment made to BioFlash in January 2013, which were previously accrued. The following table provides a roll forward of the fair value of the contingent consideration: | |||||||||||||||||
Balance at December 31, 2012 | $ | 2,899,076 | |||||||||||||||
Additions | — | ||||||||||||||||
Payments | (1,341,339 | ) | |||||||||||||||
Changes in fair value | 91,191 | ||||||||||||||||
Balance at December 31, 2013 | $ | 1,648,928 | |||||||||||||||
There were no remeasurements to fair value during the year ended December 31, 2013 of financial assets and liabilities that are not measured at fair value on a recurring basis. | |||||||||||||||||
Inventories | |||||||||||||||||
Inventories relate to the Company’s bioprocessing business. The Company values inventory at cost or, if lower, fair market value, using the first-in, first-out method. The Company reviews its inventories at least quarterly and records a provision for excess and obsolete inventory based on its estimates of expected sales volume, production capacity and expiration dates of raw materials, work-in process and finished products. Expected sales volumes are determined based on supply forecasts provided by key customers for the next 3 to 12 months. The Company writes down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected requirements to cost of product revenue. Manufacturing of bioprocessing finished goods is done to order and tested for quality specifications prior to shipment. Reserves for excess and obsolete inventory were $183,000 and $154,000 as of December 31, 2013 and 2012, respectively. | |||||||||||||||||
A change in the estimated timing or amount of demand for the Company’s products could result in additional provisions for excess inventory quantities on hand. Any significant unanticipated changes in demand or unexpected quality failures could have a significant impact on the value of inventory and reported operating results. During all periods presented in the accompanying financial statements, there have been no material adjustments related to a revised estimate of inventory valuations. | |||||||||||||||||
Work-in-process and finished products inventories consist of material, labor, outside processing costs and manufacturing overhead. Inventories consist of the following: | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Raw Materials | $ | 4,557,870 | $ | 4,064,317 | |||||||||||||
Work-in-process | 4,285,648 | 4,112,478 | |||||||||||||||
Finished products | 2,955,120 | 2,966,900 | |||||||||||||||
Total | $ | 11,798,638 | $ | 11,143,695 | |||||||||||||
Accrued Liabilities | |||||||||||||||||
The Company estimates accrued liabilities by identifying services performed on the Company’s behalf, estimating the level of service performed and determining the associated cost incurred for such service as of each balance sheet date. For example, the Company would accrue for professional and consulting fees incurred with law firms, audit and accounting service providers and other third party consultants. These expenses are determined by either requesting those service providers to estimate unbilled services at each reporting date for services incurred or tracking costs incurred by service providers under fixed fee arrangements. | |||||||||||||||||
The Company has processes in place to estimate the appropriate amounts to record for accrued liabilities, which principally involve the applicable personnel reviewing the services provided. In the event that the Company does not identify certain costs that have begun to be incurred or the Company under or over-estimates the level of services performed or the costs of such services, the reported expenses for that period may be too low or too high. The date on which certain services commence, the level of services performed on or before a given date, and the cost of such services often require the exercise of judgment. The Company makes these judgments based upon the facts and circumstances known at the date of the financial statements. | |||||||||||||||||
Income Taxes | |||||||||||||||||
Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are provided, if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The Company evaluates this tax position on a quarterly basis. The Company also accrues for potential interest and penalties, related to unrecognized tax benefits in income tax expense. | |||||||||||||||||
Depreciation | |||||||||||||||||
Depreciation is calculated using the straight-line method over the estimated useful life of the asset as follows: | |||||||||||||||||
Classification | Estimated Useful Life | ||||||||||||||||
Leasehold improvements | Shorter of the term of the lease or estimated useful life | ||||||||||||||||
Equipment | Three to eight years | ||||||||||||||||
Furniture and fixtures | Three years | ||||||||||||||||
For depreciation of property and equipment, the Company expensed approximately $2,092,000 and $2,492,000 in the years ended December 31, 2013 and 2012, respectively, $1,117,000 in the nine-month fiscal year ended December 31, 2011 and $1,141,000 the nine-month period ended December 31, 2010. These amounts include depreciation of assets recorded under capitalized lease agreements of approximately $82,000 in the nine months ended December 31, 2010. Assets recorded under capital leases were fully depreciated at December 31, 2011. | |||||||||||||||||
Earnings (Loss) Per Share | |||||||||||||||||
Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares and dilutive common share equivalents then outstanding. Potential common share equivalents consist of restricted stock awards and the incremental common shares issuable upon the exercise of stock options and warrants. Under the treasury stock method, unexercised “in-the-money” stock options are assumed to be exercised at the beginning of the period or at issuance, if later. The assumed proceeds are then used to purchase common shares at the average market price during the period. Share-based payment awards that entitle their holders to receive non-forfeitable dividends before vesting are considered participating securities and are included in the calculation of basic and diluted earnings per share. | |||||||||||||||||
A reconciliation of basic and diluted share amounts is as follows: | |||||||||||||||||
Years ended December 31, | Nine Months ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | 2010 | ||||||||||||||
(unaudited) | |||||||||||||||||
Numerator: | |||||||||||||||||
Net income (loss) | $ | 16,093,155 | $ | 14,156,037 | $ | (1,612,625 | ) | $ | 1,987,178 | ||||||||
Denominator: | |||||||||||||||||
Basic weighted average common shares outstanding | 31,667,015 | 30,914,424 | 30,774,467 | 30,778,430 | |||||||||||||
Weighted average common stock equivalents from assumed exercise of stock options and restricted stock awards | 739,626 | 339,010 | — | 170,834 | |||||||||||||
Diluted weighted average common shares outstanding | 32,406,641 | 31,253,434 | 30,774,467 | 30,949,264 | |||||||||||||
Basic net income (loss) per common share | $ | 0.51 | $ | 0.46 | $ | (0.05 | ) | $ | 0.06 | ||||||||
Diluted net income (loss) per common share | $ | 0.5 | $ | 0.45 | $ | (0.05 | ) | $ | 0.06 | ||||||||
At December 31, 2013, there were outstanding options to purchase 1,610,988 shares of the Company’s common stock at a weighted average exercise price of $5.07 per share. For the fiscal year ended December 31, 2013, 187,000 shares 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. | |||||||||||||||||
At December 31, 2012, there were outstanding options to purchase 2,315,090 shares of the Company’s common stock at a weighted average exercise price of $4.20 per share. For the fiscal year ended December 31, 2012, 1,296,700 shares 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. | |||||||||||||||||
At December 31, 2011, there were outstanding options to purchase 2,823,400 shares of the Company’s common stock at a weighted average exercise price of $4.05 per share. Diluted weighted average shares outstanding for the nine-month fiscal year ended December 31, 2011 do not include the impact of 2,823,400 outstanding potential common shares for stock options as they would be anti-dilutive. Accordingly, basic and diluted net losses per share are the same for the nine-month fiscal year ended December 31, 2011. | |||||||||||||||||
At December 31, 2010, there were outstanding options to purchase 2,566,450 shares of the Company’s common stock at a weighted average exercise price of $4.08 per share. For the nine-month fiscal year ended December 31, 2010, 1,771,100 shares 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. | |||||||||||||||||
Segment Reporting | |||||||||||||||||
The Company views its operations, makes decisions regarding how to allocate resources and manages its business as one operating segment. As a result, the financial information disclosed herein represents all of the material financial information related to the Company’s principal operating segment. | |||||||||||||||||
The following table represents the Company’s total revenue by geographic area (based on the location of the customer): | |||||||||||||||||
Years ended December 31, | Nine Months ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | 2010 | ||||||||||||||
United States | 51 | % | 46 | % | 48 | % | 48 | % | |||||||||
Sweden | 35 | % | 42 | % | 44 | % | 45 | % | |||||||||
United Kingdom | 12 | % | 9 | % | 3 | % | 4 | % | |||||||||
Other | 2 | % | 3 | % | 5 | % | 3 | % | |||||||||
Total | 100 | % | 100 | % | 100 | % | 100 | % | |||||||||
The following table represents the Company’s total assets by geographic area: | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
United States | $ | 73,557,001 | $ | 58,356,697 | |||||||||||||
Sweden | 45,087,903 | 38,653,466 | |||||||||||||||
Total | $ | 118,644,904 | $ | 97,010,163 | |||||||||||||
The following table represents the Company’s long-lived assets by geographic area: | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
United States | $ | 19,858,691 | $ | 16,537,804 | |||||||||||||
Sweden | 12,435,614 | 14,262,908 | |||||||||||||||
Total | $ | 32,294,305 | $ | 30,800,712 | |||||||||||||
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 December 31, 2013 and 2012, 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. | |||||||||||||||||
Revenue from significant customers as a percentage of the Company’s total revenue is as follows: | |||||||||||||||||
Years ended December 31, | Nine Months ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | 2010 | ||||||||||||||
Orencia® Royalties from Bristol | 27 | % | 24 | % | 37 | % | 37 | % | |||||||||
Bioprocessing Customer A | 35 | % | 42 | % | 44 | % | 45 | % | |||||||||
Bioprocessing Customer B | 12 | % | 10 | % | 5 | % | 5 | % | |||||||||
Bioprocessing Customer C | 13 | % | 10 | % | — | — | |||||||||||
Significant accounts receivable balances as a percentage of the Company’s total trade accounts receivable and royalties and other receivable balances are as follows: | |||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||
Orencia® Royalties from Bristol | 42 | % | 31 | % | |||||||||||||
Bioprocessing Customer A | 17 | % | 21 | % | |||||||||||||
Bioprocessing Customer C | 8 | % | 5 | % | |||||||||||||
Tenant improvement allowance due from landlord | 15 | % | — | ||||||||||||||
Pfizer | — | 38 | % | ||||||||||||||
Goodwill, Other Intangible Assets and Acquisitions | |||||||||||||||||
Acquisitions | |||||||||||||||||
Total consideration transferred for acquisitions is allocated to the assets acquired and liabilities assumed, if any, based on their fair values at the dates of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management. Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Any excess of the fair value of the net tangible and intangible assets acquired over the purchase price is recognized in the statement of operations. The fair value of contingent consideration includes estimates and judgments made by management regarding the probability that future contingent payments will be made and the extent of royalties to be earned in excess of the defined minimum royalties. Management updates these estimates and the related fair value of contingent consideration at each reporting period. Changes in the fair value of contingent consideration are recorded in the consolidated statements of operations. | |||||||||||||||||
The Company uses the income approach to determine the fair value of certain identifiable intangible assets including customer relationships and developed technology. This approach determines fair value by estimating after-tax cash flows attributable to these assets over their respective useful lives and then discounting these after-tax cash flows back to a present value. The Company bases its assumptions on estimates of future cash flows, expected growth rates, expected trends in technology, etc. Discount rates used to arrive at a present value as of the date of acquisition are based on the time value of money and certain industry-specific risk factors. | |||||||||||||||||
Goodwill | |||||||||||||||||
Goodwill is not amortized and is reviewed for impairment at least annually. There was no evidence of impairment to goodwill at December 31, 2013. There were no goodwill impairment charges during the fiscal years ended December 31, 2013 and 2012, the nine-month fiscal year ended December 31, 2011, or the nine-month period ended December 31, 2010. | |||||||||||||||||
Intangible Assets | |||||||||||||||||
Intangible assets are amortized over their useful lives using the estimated economic benefit method, as applicable, and the amortization expense is recorded within cost of product revenue and selling, general and administrative expense in the statements of operations. Intangible assets and their related useful lives are reviewed at least annually to determine if any adverse conditions exist that would indicate the carrying value of these assets may not be recoverable. More frequent impairment assessments are conducted if certain conditions exist, including a change in the competitive landscape, any internal decisions to pursue new or different technology strategies, a loss of a significant customer, or a significant change in the marketplace, including changes in the prices paid for our products or changes in the size of the market for our products. If impairment indicators are present, the Company determines whether the underlying intangible asset is recoverable through estimated future undiscounted cash flows. If the asset is not found to be recoverable, it is written down to the estimated fair value of the asset based on the sum of the future undiscounted cash flows expected to result from the use and disposition of the asset. If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. The Company continues to believe that its intangible assets are recoverable at December 31, 2013. | |||||||||||||||||
Intangible assets consisted of the following at December 31, 2013: | |||||||||||||||||
Gross Carrying | Accumulated | Weighted | |||||||||||||||
Amount | Amortization | Average | |||||||||||||||
Useful Life | |||||||||||||||||
(in years) | |||||||||||||||||
Technology – developed | $ | 1,455,382 | $ | (537,589 | ) | 8 | |||||||||||
Patents | 240,000 | (117,500 | ) | 8 | |||||||||||||
Customer relationships | 6,897,052 | (1,749,713 | ) | 8 | |||||||||||||
Total intangible assets | $ | 8,592,434 | $ | (2,404,802 | ) | 8 | |||||||||||
Intangible assets consisted of the following at December 31, 2012: | |||||||||||||||||
Gross Carrying | Accumulated | Weighted | |||||||||||||||
Amount | Amortization | Average | |||||||||||||||
Useful Life | |||||||||||||||||
(in years) | |||||||||||||||||
Technology – developed | $ | 1,452,729 | $ | (360,748 | ) | 8 | |||||||||||
Patents | 240,000 | (87,500 | ) | 8 | |||||||||||||
Customer relationships | 6,872,383 | (934,852 | ) | 8 | |||||||||||||
Total intangible assets | $ | 8,565,112 | $ | (1,383,100 | ) | 8 | |||||||||||
Amortization expense for amortized intangible assets was approximately $1,022,000 and $1,017,000 for the years ended December 31, 2013 and 2012, respectively, $158,000 for the nine-month fiscal year ended December 31, 2011 and $134,000 for the nine-month period ended December 31, 2010. The Company expects to record amortization expense of approximately $1,000,000 in each of the next five years. | |||||||||||||||||
Stock Based Compensation | |||||||||||||||||
The Company measures stock-based compensation cost at the grant date based on the estimated fair value of the award, and recognizes it as expense over the employee’s requisite service period on a straight-line basis. The Company records the expense for share-based awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates whether the achievement of a performance-based milestone is probable as of the reporting date. The Company has no awards that are subject to market conditions. The Company recognizes stock-based compensation expense based upon options that are ultimately expected to vest, and accordingly, such compensation expense has been adjusted by an amount of estimated forfeitures. | |||||||||||||||||
The Company uses the Black-Scholes option pricing model to calculate the fair value of share-based awards on the grant date. The following assumptions are used in calculating the fair value of share-based awards: | |||||||||||||||||
Expected term—The expected term of options granted represents the period of time for which the options are expected to be outstanding. For purposes of estimating the expected term, the Company has aggregated all individual option awards into one group as the Company does not expect substantial differences in exercise behavior among its employees. | |||||||||||||||||
Expected volatility—The expected volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate during the expected term of options granted. The Company determines the expected volatility based primarily upon the historical volatility of the Company’s common stock over a period commensurate with the option’s expected term. | |||||||||||||||||
Risk-free interest rate—The risk-free interest rate is the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equal to the option’s expected term on the grant date. | |||||||||||||||||
Expected dividend yield—The Company has never declared or paid any cash dividends on any of its capital stock and does not expect to do so in the foreseeable future. Accordingly, the Company uses an expected dividend yield of zero to calculate the grant-date fair value of a stock option. | |||||||||||||||||
Estimated forfeiture rates—The Company has applied, based on an analysis of its historical forfeitures, annual forfeiture rates of 8% for awards granted to non-executive level employees, 3% for awards granted to executive level employees and 0% for awards granted to non-employee members of the Board of Directors to all unvested stock options as of December 31, 2013. The Company reevaluates this analysis periodically and adjusts these estimated forfeiture rates as necessary. Ultimately, the Company will only recognize expense for those shares that vest. | |||||||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||||||
In February 2013, the Financial Accounting Standards Board (FASB) issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU 2013-02). This newly issued accounting standard requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. This ASU is effective for reporting periods beginning after December 15, 2012. The Company adopted this standard in 2013. The adoption of this standard did not have an impact on our financial position or results of operations and no amounts were reclassified out of accumulated other comprehensive income during 2013. | |||||||||||||||||
In July 2013, the FASB issued guidance to address the diversity in practice related to the financial statement presentation of unrecognized tax benefits as either a reduction of a deferred tax asset or a liability when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Income Taxes | ' | ||||||||||||||||||||||||
3 | Income Taxes | ||||||||||||||||||||||||
Income tax data for the years ended December 31, 2013 and 2012, and the nine months ended December 31, 2011: | |||||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | December 31, 2011 | |||||||||||||||||||||||
The components of income from operations before income taxes are as follows: | |||||||||||||||||||||||||
Domestic | $ | 12,782,598 | $ | 11,175,638 | $ | (1,845,024 | ) | ||||||||||||||||||
Foreign | 10,231,223 | 95,768 | 248,143 | ||||||||||||||||||||||
Total | $ | 23,013,821 | $ | 11,271,406 | $ | (1,596,881 | ) | ||||||||||||||||||
The current and deferred components of the provision for income taxes on operations are as follows: | |||||||||||||||||||||||||
Current | $ | 4,123,752 | $ | 312,630 | $ | — | |||||||||||||||||||
Deferred | 2,796,914 | (3,197,261 | ) | 15,744 | |||||||||||||||||||||
Total | $ | 6,920,666 | $ | (2,884,631 | ) | $ | 15,744 | ||||||||||||||||||
The jurisdictional components of the provision for income taxes on operations are as follows: | |||||||||||||||||||||||||
Federal | $ | 3,322,032 | $ | (2,915,673 | ) | $ | 48,000 | ||||||||||||||||||
State | 1,305,388 | 115,307 | — | ||||||||||||||||||||||
Foreign | 2,293,245 | (84,265 | ) | (32,256 | ) | ||||||||||||||||||||
Total | $ | 6,920,666 | $ | (2,884,631 | ) | $ | 15,744 | ||||||||||||||||||
At December 31, 2013, the Company had net operating loss carryforwards of approximately $37,633,000 and business tax credits carryforwards of approximately $1,520,000 available to reduce future federal income taxes, if any. The cumulative U.S. federal net operating loss includes $1,580,000 related to excess tax deductions from share-based payments, the tax benefit of which will be recognized as an increase to additional paid in capital when the deduction reduces current taxes payable. The net operating loss and business tax credits carryforwards will continue to expire at various dates through December 2031. The net operating loss and business tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and may be limited in the event of certain changes in the ownership interest of significant stockholders. | |||||||||||||||||||||||||
The Company’s consolidated deferred tax assets (liabilities) consist of the following: | |||||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||||||||||
Deferred tax assets: | |||||||||||||||||||||||||
Temporary timing differences | $ | 3,018,000 | $ | 4,152,000 | |||||||||||||||||||||
Net operating loss carryforwards | 12,264,000 | 15,041,000 | |||||||||||||||||||||||
Tax business credits carryforwards | 1,520,000 | 2,160,000 | |||||||||||||||||||||||
Total deferred tax assets | 16,802,000 | 21,353,000 | |||||||||||||||||||||||
Valuation allowance | (16,571,000 | ) | (18,307,000 | ) | |||||||||||||||||||||
Net deferred tax assets | $ | 231,000 | $ | 3,046,000 | |||||||||||||||||||||
Deferred tax liabilities: | |||||||||||||||||||||||||
Goodwill | $ | (44,000 | ) | $ | (72,000 | ) | |||||||||||||||||||
Acquired intangibles | — | — | |||||||||||||||||||||||
Net deferred tax assets (liabilities) | $ | 187,000 | $ | 2,974,000 | |||||||||||||||||||||
The net change in the total valuation allowance was a decrease of $1,736,000 in the year ended December 31, 2013. The valuation allowance decreased by $10,169,000 for the year ended December 31, 2012 and increased by $73,000 for the nine months ended December 31, 2011. Prior to 2012, the Company’s U.S. net operating losses (“NOL’s”) and other deferred tax assets were fully offset by a valuation allowance primarily because the Company was in a cumulative loss position and did not have sufficient history of income to conclude that it was more likely than not that the Company would be able to realize the tax benefits of those deferred tax assets. In the fourth quarter of 2012, the Company entered into a three-year cumulative pre-tax income position and concluded that it was more likely than not that it will generate sufficient taxable income in 2013 based on its 2013 projections to realize the tax benefit of a portion of its deferred tax assets. Thus, the Company reversed $3,021,000 of the deferred tax asset valuation allowance in the U.S in the fourth quarter of 2012. The amount was recorded as a benefit for income taxes in the Company’s consolidated statements of operations and comprehensive income (loss). The Company concluded that realization of deferred tax assets beyond December 31, 2013 is not more likely than not as a result of the fact that the Company will not receive royalty payments from Bristol on U.S. net sales of Orencia after December 31, 2013, and as such, as of December 31, 2013 the Company maintains a valuation allowance against its remaining deferred tax assets. | |||||||||||||||||||||||||
The reconciliation of the federal statutory rate to the effective income tax rate for the fiscal years ended December 31, 2013 and 2012, and the nine-month fiscal year ended December 31, 2011 is as follows: | |||||||||||||||||||||||||
Period Ended, | |||||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | December 31, 2011 | |||||||||||||||||||||||
Income (loss) before income taxes | $ | 23,013,821 | % | $ | 11,271,406 | % | $ | (1,596,881 | ) | % | |||||||||||||||
Expected tax (recovery) at statutory rate | 7,824,699 | 34 | % | 3,944,996 | 35 | % | (542,939 | ) | (34.0 | )% | |||||||||||||||
Adjustments due to: | |||||||||||||||||||||||||
Difference between U.S. and foreign tax | (1,227,747 | ) | (5.3 | )% | (8,332 | ) | (0.1 | )% | (19,287 | ) | (1.2 | )% | |||||||||||||
State income and franchise taxes | 1,121,821 | 4.9 | % | 357,866 | 3.2 | % | 52,905 | 3.3 | % | ||||||||||||||||
Business tax credits | (74,999 | ) | (0.3 | )% | (67,276 | ) | (0.6 | )% | (68,926 | ) | (4.3 | )% | |||||||||||||
Transaction costs | — | 0 | % | — | 0 | % | 240,842 | 15.1 | % | ||||||||||||||||
Gain on bargain purchase | — | 0 | % | (82,422 | ) | (0.7 | )% | (112,427 | ) | (7.0 | )% | ||||||||||||||
Permanent differences | (298,185 | ) | (1.3 | )% | 242,629 | 2.1 | % | 218,989 | 13.7 | % | |||||||||||||||
Change in valuation allowance | (508,629 | ) | (2.21 | )% | (7,272,092 | ) | (64.5 | )% | 246,587 | 15.4 | % | ||||||||||||||
Other | 83,706 | 0.4 | % | — | 0 | % | — | 0 | % | ||||||||||||||||
Provision (benefit) for income taxes | $ | 6,920,666 | 30.1 | % | $ | (2,884,631 | ) | (25.6 | )% | $ | 15,744 | 1 | % | ||||||||||||
The fiscal years ended March 31, 2007 through March 31, 2011 as well as the nine-month fiscal year ended December 31, 2011 and the years ended December 31, 2012 and 2013 are subject to examination by the federal and state taxing authorities. Currently, a corporate excise tax audit is underway in the Commonwealth of Massachusetts (“the Commonwealth”) for the fiscal years ended March 31, 2008 through 2011, and the nine-month period ended December 31, 2011. While no formal assessments have been made to date, for the years ended March 31, 2008 and 2009, two matters have been identified by the Commonwealth in these audits that could result in future assessments. First, the Commonwealth has indicated that it is seeking to disallow up to $713,000 in Research and Development Credits that were generated between 1993 and 2007, and taken as a benefits in 2008 and 2009. Including potential penalties, if any, this amount could increase to $856,000. | |||||||||||||||||||||||||
In addition, the Commonwealth has indicated it may apportion to Massachusetts, and therefore tax, certain, although not all, payments received by the Company in connection with our intellectual property settlements with ImClone and Bristol Myers Squibb in 2007 and 2008, respectively. The Commonwealth believes that the full $40 million ImClone payment and the initial $5 million Bristol payment received under these settlements are litigation awards as opposed to royalty payments received for the use of intellectual property, as we contend, and therefore are taxable in Massachusetts. However, the Commonwealth agrees with our position that all subsequent Bristol payments received under the settlement are in fact royalty payments and therefore not subject to tax in the Commonwealth. The Company believes the Commonwealth intends to assess up to $1,383,000, or $1,659,000 including potential penalties, in connection with these transactions. | |||||||||||||||||||||||||
On October 29, 2013, the Company met with the Commonwealth in an attempt to remediate these matters and was not successful. With respect to the R&D credit, the issue for the Company is that the documentation requested by the Commonwealth would be up to twenty years old and simply no longer exists to the standard we no longer believe the Commonwealth will require. In consideration of developments stemming from the October 2013 remediation, we no longer believe the R&D matter meets the “more likely than not” standard for recognition under ASC 740. The Company performed an evaluation of the available documentation in comparison to the recent requests by the Commonwealth, the likelihood of similar matters in other open audit periods, the impact of interest and penalties and other relevant factors and recorded a provision of $800,000 related to this matter during the fourth quarter of 2013. | |||||||||||||||||||||||||
Conversely, with respect to the apportionment issue, the Company asserts that according to the settlement agreements with ImClone and Bristol, all amounts received were in fact payments in exchange for licenses granted to those entities. The Company further believes the Commonwealth is inconsistent in its approach, taxing some, but not all of the payments received. As such, the Company continues to believe strongly in the legal merits of its position and therefore believes this matter meets the more likely than not standard. Accordingly, no provision has been made for this matter. | |||||||||||||||||||||||||
As of December 31, 2012, the Company had accumulated Federal research credits of $2,160,000, which were not recognized for financial statement purposes as it was not more likely than not that the Company would have sufficient earnings to realize those benefits in addition to the benefits we may derive from use of our Net Operating Losses. However, given the uncertainty noted above at the state level in the current year regarding the documentation of our historical research credits and their sustainability under audit, the Company recorded a partial reserve of $1,117,000 against cumulative Federal research credits as of December 31, 2013. As the Federal research credits were not previously recognized for financial statement purposes, the recording of this partial reserve had no impact on net income for the year ended December 31, 2013. | |||||||||||||||||||||||||
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: | |||||||||||||||||||||||||
December 31, 2013 | |||||||||||||||||||||||||
Unrecognized tax benefits at January 1, 2013 | $ | — | |||||||||||||||||||||||
Gross increases – tax positions in prior period | 1,637,936 | ||||||||||||||||||||||||
Gross increases – tax positions in current period | 37,249 | ||||||||||||||||||||||||
Unrecognized tax benefits at December 31, 2013 | $ | 1,675,185 | |||||||||||||||||||||||
The amount of unrecognized tax benefits at December 31, 2013 that will impact our effective tax rate are $586,000. | |||||||||||||||||||||||||
For the year ended December 31, 2013, we recognized interest and penalties of $238,000. As of December 31, 2013 we recognize interest and penalties of $238,000 in the consolidated balance sheet. | |||||||||||||||||||||||||
At December 31, 2013, the Company has not provided for U.S. income taxes or foreign withholding taxes on outside basis differences of foreign subsidiaries of approximately $8,405,000 as it is the Company’s current intention to permanently reinvest these earnings outside the U.S. It is not practical to estimate the additional taxes that may be payable upon repatriation. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||
4 | Stockholders’ Equity | ||||||||||||||||
Common Stock and Warrants | |||||||||||||||||
At December 31, 2013, the Company has reserved 2,790,204 shares of common stock pursuant to the Plans, as described below. On April 6, 2007, the Company issued warrants to an individual at Scripps to purchase up to 150,000 shares of common stock at $0.01 per share, as discussed in Note 10. The warrants have a seven-year term and are exercisable based on performance criteria as detailed in the warrant agreement. At this time, the Company does not believe that the performance criteria are probable of being achieved in the near future. | |||||||||||||||||
Stock-Based Compensation | |||||||||||||||||
The Company recorded stock-based compensation expense of approximately $1,060,000 and $1,024,000 for the years ended December 31, 2013 and 2012, respectively, for share-based awards granted under the Second Amended and Restated 2001 Repligen Corporation Stock Plan (the “2001 Plan”) and the Repligen Corporation 2012 Stock Option and Incentive Plan (the “2012 Plan,” and collectively with the 2001 Plan and the 1992 Repligen Corporation Stock Option Plan, the “Plans”). We recorded stock-based compensation expense of approximately $730,000 for the nine-month fiscal year ended December 31, 2011, and $748,000 for the nine-month period ended December 31, 2010 for share-based awards granted under the Plans. | |||||||||||||||||
The following table presents stock-based compensation expense in the Company’s consolidated statements of operations: | |||||||||||||||||
Years ended | Nine Months ended | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | 2011 | 2010 | ||||||||||||||
(unaudited) | |||||||||||||||||
Cost of product revenue | $ | 74,000 | $ | 45,000 | $ | 35,000 | $ | 38,000 | |||||||||
Research and development | 97,000 | 219,000 | 191,000 | 164,000 | |||||||||||||
Selling, general and administrative | 889,000 | 760,000 | 504,000 | 546,000 | |||||||||||||
Total | $ | 1,060,000 | $ | 1,024,000 | $ | 730,000 | $ | 748,000 | |||||||||
The 2012 Plan allows for the granting of incentive and nonqualified options to purchase shares of common stock, restricted stock and other equity awards. Incentive options granted to employees under the Plans generally vest over a four to five-year period, with 20%-25% vesting on the first anniversary of the date of grant and the remainder vesting in equal yearly installments thereafter. Nonqualified options issued to non-employee directors and consultants under the Plans generally vest over one year. Options granted under the Plans have a maximum term of ten years from the date of grant and generally, the exercise price of the stock options equals the fair market value of the Company’s common stock on the date of grant. At December 31, 2013, options to purchase 1,610,988 shares were outstanding under the Plans. At December 31, 2013, 1,179,216 shares were available for future grant under the 2012 Plan. | |||||||||||||||||
The Company uses the Black-Scholes option pricing model to calculate the fair value of share-based awards on the grant date. The fair value of share-based awards granted during the years ended December 31, 2013 and 2012, the nine-month fiscal year ended December 31, 2011, and the nine-month period ended December 31, 2010 were calculated using the following estimated assumptions: | |||||||||||||||||
Years ended December 31, | Nine Months ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | 2010 | ||||||||||||||
Expected term (years) | 6.5 | 6.5 | 6.5 | 6.5 | |||||||||||||
Volatility | 51.39% - 53.63% | 49.76% - 53.54% | 53.09% - 55.76% | 57.58% - 63.60% | |||||||||||||
Risk-free interest rate | 1.09% - 2.08% | 0.89% - 1.06% | 1.25% - 2.38% | 1.81% - 2.62% | |||||||||||||
Expected dividend yield | — | — | — | — | |||||||||||||
Information regarding option activity for the year ended December 31, 2013 under the Plans is summarized below: | |||||||||||||||||
Options | Weighted- | Weighted- | Aggregate | ||||||||||||||
Outstanding | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price Per | Contractual | ||||||||||||||||
Share | Term | ||||||||||||||||
(in years) | |||||||||||||||||
Options outstanding at December 31, 2012 | 2,315,090 | $ | 4.2 | ||||||||||||||
Granted | 567,052 | 7.24 | |||||||||||||||
Exercised | (927,654 | ) | 4.39 | ||||||||||||||
Forfeited/cancelled | (343,500 | ) | 4.67 | ||||||||||||||
Options outstanding at December 31, 2013 | 1,610,988 | $ | 5.07 | 6.41 | $ | 13,812,307 | |||||||||||
Options exercisable at December 31, 2013 | 831,078 | $ | 4.13 | 4.34 | $ | 7,905,877 | |||||||||||
Vested and expected to vest at December 31, 2013 (1) | 1,518,371 | $ | 4.98 | 6.29 | $ | 13,149,147 | |||||||||||
-1 | This represents the number of vested options as of December 31, 2013 plus the number of unvested options expected to vest as of December 31, 2013 based on the unvested outstanding options at December 31, 2013 adjusted for estimated forfeiture rates of 8% for awards granted to non-executive level employees and 3% for awards granted to executive level employees. | ||||||||||||||||
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the closing price of the common stock on December 31, 2013 of $13.64 per share and the exercise price of each in-the-money option) that would have been received by the option holders had all option holders exercised their options on December 31, 2013. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2013 and 2012 was approximately $3,723,000 and $1,384,000, respectively. The aggregate intrinsic value of stock options exercised during the nine-month fiscal year ended December 31, 2011 was approximately $8,000. | |||||||||||||||||
The weighted average grant date fair value of options granted during the years ended December 31, 2013 and 2012 was $4.31 and $3.62, respectively. The total fair value of stock options that vested during the years ended December 31, 2013 and 2012 was approximately $991,000 and $931,000, respectively. The total fair value of stock options that vested during the nine-month fiscal year ended December 31, 2011 and the nine-month period ended December 31, 2010 was approximately $804,000 and $817,000, respectively. | |||||||||||||||||
As of December 31, 2013, there was $1,908,109 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 3.19 years. We expect 687,293 unvested options to vest over the next five years. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies | ' | ||||
5 | Commitments and Contingencies | ||||
Lease Commitments | |||||
In 2001, the Company entered into a ten-year lease agreement for approximately 25,000 square feet of space located in Waltham, Massachusetts to be used for its corporate headquarters, manufacturing, research and development, and marketing and administrative operations. In July 2011, the Company amended this agreement to expand the lease to cover approximately 56,000 square feet and to extend the term of the lease by eleven years, which expires on May 31, 2023. In connection with this lease agreement, the Company issued a letter of credit in the amount of $200,000 to the lessor. The letter of credit is collateralized by a certificate of deposit held by the bank that issued the letter of credit. The certificate of deposit is classified as restricted cash in the accompanying consolidated balance sheets. | |||||
In 2007, the Company entered into a five-year lease agreement for approximately 2,500 square feet of space in Waltham, Massachusetts to provide for expanded manufacturing operations. Adjacent to this space, the Company entered into a two-year lease in 2008 for approximately 7,350 square feet of additional space to be used for expanded manufacturing and administrative operations. Both of these leases expired on December 31, 2012 and we are now on a month-to-month basis. | |||||
Following the completion of the Novozymes Acquisition, the Company now leases four adjacent buildings in Lund, Sweden totaling approximately 45,000 square feet of space used primarily for biologics manufacturing and administrative operations. The lease for three buildings totaling approximately 41,000 square feet expires on June 30, 2017 while the lease for the fourth building with approximately 4,000 square feet of space expires on September 30, 2019. | |||||
Obligations under non-cancelable operating leases, including the facility leases discussed above, as of December 31, 2013 are approximately as follows: | |||||
Years Ending | Operating Leases | ||||
December 31, 2014 | $ | 2,273,000 | |||
December 31, 2015 | 2,273,000 | ||||
December 31, 2016 | 2,273,000 | ||||
December 31, 2017 | 1,682,000 | ||||
December 31, 2018 | 1,090,000 | ||||
Thereafter | 4,525,000 | ||||
Minimum lease payments | $ | 14,116,000 | |||
Rent expense charged to operations under operating leases was approximately $2,437,000 and $2,183,000 for the fiscal years ended December 31, 2013 and 2012, respectively, and $528,000 and $510,000 for the nine-month fiscal year ended December 31, 2011 and the nine-month period ended December 31, 2010, respectively. As of December 31, 2013 and December 31, 2012, the Company had deferred rent liabilities of $2,028,000 and $329,000, respectively, related to the escalating rent provisions for the Waltham headquarters. | |||||
Licensing and Research 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 which 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. The Company recorded research and development expenses associated with license agreements of approximately $302,000 for the year ended December 31, 2013, $55,000 for the fiscal year ended December 31, 2012, and $525,000 and $343,000 for the nine-month fiscal year ended December 31, 2011 and the nine-month period ended December 31, 2010, respectively. | |||||
In October 2009, the Company entered into an exclusive worldwide commercial license agreement with Families of Spinal Muscular Atrophy (see Note 10). The initial license fee of $500,000 and a related sublicense fee of $175,000 were charged to research and development expenses in the fiscal year ended March 31, 2010. A related sublicense fee of $65,000 was charged to research and development expenses in the fiscal year ended March 31, 2011. A related milestone payment of $500,000 was charged to research and development expenses in the nine month fiscal year ended December 31, 2011. Pursuant to the License Agreement dated December 28, 2012, the Company transferred all rights and obligations related to the FSMA License Agreement to Pfizer. | |||||
Purchase Orders, Supply Agreements and Other Contractual Obligations | |||||
In the normal course of business, the Company has entered into purchase orders and other agreement with manufacturers, distributors and others. Outstanding obligations at December 31, 2013 of approximately $2,326,000 are expected to be completed within one year. |
Prepaid_Expenses_and_Other_Cur
Prepaid Expenses and Other Current Assets | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Prepaid Expenses and Other Current Assets | ' | ||||||||
6 | Prepaid Expenses and Other Current Assets | ||||||||
Prepaid expenses and other current assets consist of the following: | |||||||||
December 31, 2013 | December 31, 2012 | ||||||||
Equipment maintenance and services | 521,772 | 747,273 | |||||||
Prepaid insurance | 344,698 | 365,167 | |||||||
Interest receivable | 214,902 | 140,363 | |||||||
Taxes | 135,102 | — | |||||||
Clinical and research expenses | — | 15,354 | |||||||
Other | 33,350 | 36,730 | |||||||
Total | $ | 1,249,824 | $ | 1,304,887 | |||||
Accrued_Liabilities
Accrued Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accrued Liabilities | ' | ||||||||
7 | Accrued Liabilities | ||||||||
Accrued liabilities consist of the following: | |||||||||
December 31, 2013 | December 31, 2012 | ||||||||
Employee compensation | $ | 3,166,086 | $ | 3,634,839 | |||||
Taxes | 2,324,711 | — | |||||||
Royalty and license fees | 1,897,473 | 1,459,680 | |||||||
Contingent consideration | 1,195,248 | 1,376,877 | |||||||
Professional fees | 385,478 | 418,800 | |||||||
VAT liabilities | 7,591 | 98,162 | |||||||
Unearned revenue | 3,341 | 599,120 | |||||||
Research and development | — | 18,300 | |||||||
Other accrued expenses | 599,784 | 692,212 | |||||||
Total | $ | 9,579,712 | $ | 8,297,990 | |||||
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended | |
Dec. 31, 2013 | ||
Employee Benefit Plans | ' | |
8 | Employee Benefit Plans | |
In the U.S., the Repligen Corporation 401(k) Savings and Retirement Plan (the “401(k) Plan”) is a qualified defined contribution plan in accordance with Section 401(k) of the Internal Revenue Code. All U.S. employees over the age of 21 are eligible to make pre-tax contributions up to a specified percentage of their compensation. Under the 401(k) Plan, the Company may, but is not obligated to match a portion of the employees’ contributions up to a defined maximum. The match is calculated on a calendar year basis. The Company matched approximately $92,000 for the year ended December 31, 2013, $103,000 for the year ended December 31, 2012, $102,000 for the nine-month fiscal year ended December 31, 2011, and $108,000 for the nine-month period ended December 31, 2010. | ||
In Sweden, the Company contributes to a government-mandated occupational pension plan that is a qualified defined contribution plan. All employees in Sweden are eligible for this pension plan. The Company pays premiums to a third party occupational pension specialist who administers the pension plan. These premiums are based on various factors including each employee’s age, salary, employment history and selected benefits in the pension plan. When an employee terminates or retires, these premium payments cease for that employee and the Company has no further pension-related obligations for that employee. For the fiscal years ended December 31, 2013 and 2012, the Company contributed approximately $457,000 and $532,000, respectively, to the pension plan. For the period from the completion of the Novozymes Acquisition on December 20, 2011 to December 31, 2011, the Company contributed approximately $10,000 to the pension plan. |
Royalty_Arrangement_with_Brist
Royalty Arrangement with Bristol Myers Squibb Company ("Bristol") | 12 Months Ended | |
Dec. 31, 2013 | ||
Royalty Arrangement with Bristol Myers Squibb Company ("Bristol") | ' | |
9 | Royalty Arrangement with Bristol Myers Squibb Company (“Bristol”) | |
In 2008, the Company together with the University of Michigan entered into a settlement agreement with Bristol related to alleged patent infringement of a certain patent related to the treatment of rheumatoid arthritis. The settlement provided for Bristol to pay royalties on the United States net sales of Orencia® for any clinical indication at a rate of 1.8% for the first $500 million of annual net sales, 2.0% for the next $500 million of annual net sales and 4% of annual net sales in excess of $1 billion for each year from January 1, 2008 until December 31, 2013. These royalty payments have ceased. | ||
Pursuant to the Bristol Settlement, the Company recognized royalty revenue of $17,881,000 and $14,753,000 for the years ended December 31, 2013 and 2012, respectively, $8,769,000 for the nine-month fiscal year ended December 31, 2011, and $7,739,000 for the nine-month period ended December 31, 2010. | ||
The Company must also remit to the University of Michigan 15% of all royalty revenue received from Bristol. Royalty expense was $2,682,000 and $2,213,000 for the years ended December 31, 2013 and 2012, respectively, $1,315,000 for the nine-month fiscal year ended December 31, 2011 and $1,161,000 for the nine-month period ended December 31, 2010. Royalty expense is included on the statements of operations under the line item “Cost of royalty and other revenue.” |
License_Agreements
License Agreements | 12 Months Ended | |||
Dec. 31, 2013 | ||||
License Agreements | ' | |||
10 | License Agreements | |||
Pfizer | ||||
On December 28, 2012, the Company entered into an exclusive worldwide outlicensing agreement (the “License Agreement”) with Pfizer to advance the SMA program, which is led by RG3039 and also includes backup compounds and enabling technologies. Under the terms of the License Agreement, the Company received a $5 million upfront payment on January 22, 2013 and a $1 million milestone payment on September 4, 2013. The Company is entitled to receive up to $64 million in potential future milestone payments, a portion of which may be owed to third parties. These potential payments are approximately equally divided between milestones related to clinical development and initial commercial sales in specific geographies. In addition, the Company is entitled to receive royalties on any future sales of RG3039 or any SMA compounds developed under the License Agreement. The License Agreement also provides for tiered and increasing royalty rates which begin in the high single-digits for RG-3039 or lesser amounts for any backup compounds developed under the License Agreement. The Company’s receipt of these royalties is subject to an obligation under an existing in-license agreement and other customary offsets and deductions. Royalties are payable, on a country-by-country basis, for a duration based upon the later of (a) expiration of the licensed patent(s) or (b) a predetermined time after the first commercial sale of the first such product in such country. | ||||
Pursuant to the License Agreement, Pfizer assumed virtually all of the costs associated with completing the required clinical trials for the SMA program as well as obtaining FDA approval of the respective NDA. The Company was obligated to conduct additional activities in support of this program, which included completion of the second cohort of the ongoing Phase I trial and supporting the transition of the program to Pfizer. The Company provided specific technology transfer services to Pfizer who has assumed full responsibility for the SMA program moving forward, including the conduct of any registration trials necessary for any product approvals. The Company had completed its obligation with respect to this program as of September 30, 2013. Pfizer may terminate the license agreement at any time for convenience. There are no refund provisions in the License Agreement. | ||||
Activities under this agreement were evaluated in accordance with ASC 605-25 to determine if they represented a multiple element revenue arrangement. The Company identified the following deliverables in the Pfizer agreement: | ||||
• | An exclusive license to research, develop, manufacture, commercialize and use RG3039 and backup compounds for the treatment of SMA and other disorders (the “License”); | |||
• | Research and development services designed to transition the SMA program to Pfizer pursuant to a transition plan (the “Transition Services”); | |||
• | The completion of the second cohort of a phase I clinical trial that was underway at the time the License Agreement was signed; and | |||
• | An inventory of RG3039, that could be used in clinical development, specifically to complete the phase I clinical trial, referenced immediately above (the “Clinical Trial Material”). | |||
The deliverables outlined above were deemed to have stand-alone value and to meet the criteria to be accounted for as separate units of accounting. Factors considered in this determination included, among other things, whether any other vendors sell the items separately or whether or not Pfizer had the ability to resell and if Pfizer could use the delivered item for its intended purpose without the receipt of the remaining deliverables. The amount of allocable arrangement consideration is limited to amounts that are fixed or determinable. Arrangement consideration is allocated at the inception of the arrangement to the identified units of accounting based on their relative selling price. | ||||
The Company identified the arrangement consideration to allocate among the units of accounting as the $5.0 million non-refundable up-front payment and excluded the potential milestone payments provided for in the License Agreement from the arrangement consideration as they were not considered fixed or determinable at the time the License Agreement was signed. Because Repligen had not sold these items on a standalone basis previously, there was no vendor-specific objective evidence of selling price. Furthermore, the Company did not have detailed third-party evidence of selling price, and as a result used a best estimate of selling price for each item. In determining these prices, the Company considered what it would be willing to sell the items for on a standalone basis, what the market would bear for such items and what another party might charge for these items. | ||||
The Company used a discounted cash flow analysis to determine the value of the license. Key assumptions in the analysis included: the estimated market size for a compound targeted at SMA, the estimated remaining costs of development and time to commercialization, and the probability of successfully developing and commercializing the program. A change in the key assumptions used to determine best estimate of selling price for each of the deliverables would not have a significant effect on the allocation of arrangement consideration. | ||||
Based on this analysis, the Company allocated $4,876,000 to the value of the license and recognized this amount as revenue in the year ended December 31, 2012 upon delivery as the risks and rewards associated with the License transferred at that time. | ||||
The remaining $124,000 of value was allocated based on the following: | ||||
• | The estimated selling price of the Transition Services was approximately $600,000 resulting in consideration allocation of approximately $76,000. Repligen was able to derive a price for these services, in part because they are similar to services provided by a contract research organization. The selling price of the Transition Services was based on the Company’s internal FTE costs and external costs that it expects to incur to transition the program to Pfizer. The Company applied a mark-up on the internal FTE costs consistent with that of contract research organizations. | |||
• | The estimated selling price of the completion of the second cohort of the clinical trial was approximately $275,000 resulting in consideration allocation of approximately $35,000. This estimated selling price is based on the estimated, remaining costs to complete this cohort. Since the costs are pursuant to an arrangement negotiated with a third-party (the clinical site), the Company believes that the external cost estimate included in the agreement represents the best estimate of selling price for this unit of accounting. | |||
• | The estimated selling price of the Clinical Trial Material was approximately $105,000 resulting in consideration allocation of approximately $13,000. The estimated selling price is based upon the cost of procuring such material from the contract manufacturing organization that made the material. Since these costs were incurred pursuant to an arrangement negotiated with a third-party (the contract manufacturing organization), the Company believes that the costs included in the agreement represents the best estimate of selling price for this unit of accounting. | |||
The Company recognized the revenues related to the transfer of Clinical Trial Material upon transfer of title and risk of loss to Pfizer. The Company recognized revenues related to the Transition Services and the completion of the second cohort ratably over the first six months of 2013. | ||||
In addition to the $5 million up-front payment and the $1,000,000 milestone already received, the Company is also eligible to receive $64 million in potential milestone payments comprised of: (i) up to $29 million related to the achievement of specified clinical milestone events; and (ii) up to $35 million related to the achievement of specified commercial sales events, specifically first commercial sale in specific territories. | ||||
Any future royalty payments, under the License Agreement will be recognized as revenue when they are earned. | ||||
The Scripps Research Institute | ||||
On April 6, 2007, the Company entered into an exclusive worldwide commercial license agreement (“Scripps License Agreement”) with The Scripps Research Institute (“Scripps”). Pursuant to the License Agreement, the Company obtained a license to use, commercialize and sublicense certain patented technology and improvements thereon, owned or licensed by Scripps, relating to compounds that may have utility in treating Friedreich’s ataxia, an inherited neurodegenerative disease. | ||||
Pursuant to the Scripps License Agreement, the Company agreed to pay Scripps an initial license fee of $300,000, certain royalty and sublicense fees and, in the event that the Company achieved specified developmental and commercial milestones, certain additional milestone payments. Total future milestone payments, if all milestones had been achieved, would have been approximately $4,300,000. In addition, the Company issued Scripps and certain of its designees 87,464 shares of the Company’s common stock, which had a value of $300,000 on the date of issuance. | ||||
In connection with the Scripps License Agreement, the Company issued warrants to an individual at Scripps to purchase up to 150,000 shares of common stock. The warrants have a seven-year term and are exercisable based on performance criteria as detailed in the warrant agreement governing such warrants. No expense has been recorded related to these warrants through December 31, 2013, as none of the performance criteria have been achieved. At this time, the Company does not believe that the performance criteria are probable of being achieved. |
Subsequent_Event
Subsequent Event | 12 Months Ended | |
Dec. 31, 2013 | ||
Subsequent Event | ' | |
11 | Subsequent Event | |
On January 21, 2014, the Company entered into an agreement to sell its histone deacetylase inhibitor (HDACi) portfolio to BioMarin Pharmaceutical Inc. The HDACi portfolio includes multiple orally bioavailable small molecule compounds as well as enabling technologies. Under the terms of the agreement, the Company will receive an upfront payment of $2 million from BioMarin and it has the potential to receive up to $160 million in future milestone payments for the development, regulatory approval and commercial sale of portfolio compounds included in the agreement. In addition, Company is eligible to receive royalties on sales of therapeutic products originating from the HDACi portfolio. Potential applications of the HDACi portfolio include Friedreich’s ataxia and other neurological disorders. Pursuant to this agreement, the Company transferred all rights and obligations related to the Scripps License Agreement to BioMarin Pharmaceutical Inc. |
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Selected Quarterly Financial Data (Unaudited) | ' | ||||||||||||||||||||||||||||||||
12 | Selected Quarterly Financial Data (Unaudited) | ||||||||||||||||||||||||||||||||
The following table contains consolidated statements of operations information for each of the previous eight quarters. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. | |||||||||||||||||||||||||||||||||
December 31, | September 30, | June 30, | March 31, | December 31, | September 30, | June 30, | March 31, | ||||||||||||||||||||||||||
2013 | 2013 | 2013 | 2013 | 2012 | 2012 | 2012 | 2012 | ||||||||||||||||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||||||||||||||||||
Revenue: | |||||||||||||||||||||||||||||||||
Product revenue | $ | 10,350 | $ | 12,184 | $ | 13,014 | $ | 11,934 | $ | 9,710 | $ | 11,123 | $ | 11,659 | $ | 9,342 | |||||||||||||||||
Royalty and other revenue | 5,032 | 6,638 | 4,495 | 4,522 | 9,104 | 3,981 | 3,865 | 3,482 | |||||||||||||||||||||||||
Total revenue | 15,382 | 18,822 | 17,509 | 16,456 | 18,814 | 15,104 | 15,524 | 12,824 | |||||||||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||||||||||
Cost of product revenue | 4,627 | 5,659 | 5,298 | 6,897 | 5,920 | 6,419 | 7,345 | 5,273 | |||||||||||||||||||||||||
Cost of royalty and other revenue | 738 | 724 | 643 | 577 | 620 | 594 | 537 | 462 | |||||||||||||||||||||||||
Research and development | 1,422 | 1,430 | 2,306 | 2,183 | 2,343 | 2,433 | 2,906 | 2,808 | |||||||||||||||||||||||||
Selling, general and administrative | 3,367 | 2,902 | 3,124 | 3,308 | 3,253 | 3,126 | 3,418 | 3,428 | |||||||||||||||||||||||||
Contingent consideration – fair value adjustments | 45 | 65 | 35 | (54 | ) | 267 | 344 | — | — | ||||||||||||||||||||||||
Gain on bargain purchase | — | — | — | — | — | — | — | (314 | ) | ||||||||||||||||||||||||
Total operating expenses | 10,199 | 10,780 | 11,406 | 12,911 | 12,403 | 12,916 | 14,206 | 11,657 | |||||||||||||||||||||||||
Income from operations | 5,183 | 8,042 | 6,103 | 3,545 | 6,411 | 2,188 | 1,318 | 1,167 | |||||||||||||||||||||||||
Investment income | 98 | 76 | 65 | 62 | 62 | 95 | 29 | 31 | |||||||||||||||||||||||||
Interest income (expense) | (12 | ) | (12 | ) | (12 | ) | (14 | ) | (14 | ) | 7 | (27 | ) | (22 | ) | ||||||||||||||||||
Other income (expense) | (54 | ) | 37 | (122 | ) | 29 | (41 | ) | (500 | ) | 458 | 109 | |||||||||||||||||||||
Income before income taxes | 5,215 | 8,143 | 6,034 | 3,622 | 6,418 | 1,790 | 1,778 | 1,285 | |||||||||||||||||||||||||
Income tax provision (benefit) | 1,887 | 2,255 | 1,495 | 1,284 | (3,135 | ) | (16 | ) | 208 | 59 | |||||||||||||||||||||||
Net income | $ | 3,328 | $ | 5,888 | $ | 4,539 | $ | 2,338 | $ | 9,553 | $ | 1,806 | $ | 1,570 | $ | 1,226 | |||||||||||||||||
Earnings per share: | |||||||||||||||||||||||||||||||||
Basic | $ | 0.1 | $ | 0.18 | $ | 0.14 | $ | 0.07 | $ | 0.31 | $ | 0.06 | $ | 0.05 | $ | 0.04 | |||||||||||||||||
Diluted | $ | 0.1 | $ | 0.18 | $ | 0.14 | $ | 0.07 | $ | 0.3 | $ | 0.06 | $ | 0.05 | $ | 0.04 | |||||||||||||||||
Weighted average shares outstanding: | |||||||||||||||||||||||||||||||||
Basic | 31,916 | 31,858 | 31,644 | 31,241 | 31,132 | 30,948 | 30,845 | 30,730 | |||||||||||||||||||||||||
Diluted | 32,708 | 32,552 | 32,317 | 31,855 | 31,600 | 31,256 | 31,149 | 31,010 | |||||||||||||||||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Use of Estimates | ' | ||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“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 period. Actual results could differ from those estimates. | |||||||||||||||||
Consolidation | ' | ||||||||||||||||
Consolidation | |||||||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Repligen Sweden AB. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||||||||
Foreign Currency | ' | ||||||||||||||||
Foreign Currency | |||||||||||||||||
The Company translates the assets and liabilities of its foreign subsidiary at rates in effect at the end of the reporting period. Revenues and expenses are translated at average rates in effect during the reporting period. Translation adjustments are included in accumulated other comprehensive income. | |||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||
Revenue Recognition | |||||||||||||||||
Product Sales | |||||||||||||||||
The Company generates revenue from the sale of products, licensing transactions and research and development collaborations. The Company’s product revenues are from the sale of bioprocessing products to customers in the life science and biopharmaceutical industries. Revenue related to product sales is recognized upon delivery of the product to the customer as long as there is persuasive evidence of an arrangement, the sales price is fixed or determinable and collection of the related receivable is reasonably assured. Determination of whether these criteria have been met are based on management’s judgments primarily regarding the fixed nature of the fee charged for the product delivered and the collectability of those fees. The Company has a few longstanding customers who comprise the majority of revenue and have excellent payment histories and therefore the Company does not require collateral. The Company has had no significant write-offs of uncollectible invoices in the periods presented. | |||||||||||||||||
At the time of sale, the Company also evaluates the need to accrue for warranty and sales returns. The supply agreements the Company has with its customers and the related purchase orders identify the terms and conditions of each sale and the price of the goods ordered. Due to the nature of the sales arrangements, inventory produced for sale is tested for quality specifications prior to shipment. Since the product is manufactured to order and in compliance with required specifications prior to shipment, the likelihood of sales return, warranty or other issues is largely diminished. Sales returns and warranty issues are infrequent and have had nominal impact on the Company’s financial statements historically. | |||||||||||||||||
Orencia Royalty | |||||||||||||||||
In April 2008, the Company settled its outstanding litigation with Bristol and began recognizing royalty revenue in fiscal year 2009 for Bristol’s net sales in the United States of Orencia®, which is used in the treatment of rheumatoid arthritis. Pursuant to the settlement with Bristol (see Note 9), the Company recognized royalty revenue of $17,881,000 and $14,753,000 for the fiscal years ended December 31, 2013 and 2012, respectively, and $8,769,000 for the nine-month fiscal year ended December 31, 2011. Revenue earned from Bristol royalties is recorded in the periods when it is earned based on royalty reports sent by Bristol to the Company. The Company has no continuing obligations to Bristol as a result of this settlement. The Company’s royalty agreement with Bristol provides that the Company will receive such royalty payments from Bristol through December 31, 2013. | |||||||||||||||||
Therapeutics Licensing Agreements | |||||||||||||||||
Activities under licensing agreements are evaluated in accordance with ASC 605-25 to determine if they represent a multiple element revenue arrangement. The Company identifies the deliverables included within the agreement and evaluates which deliverables represent separate units of accounting. The Company accounts for those components as separate units of accounting if the following two criteria are met: | |||||||||||||||||
• | The delivered item or items have value to the customer on a stand-alone basis. | ||||||||||||||||
• | If there is a general right of return relative to the delivered items, delivery or performance of the undelivered items is considered probable and within our control. | ||||||||||||||||
Factors considered in this determination include, among other things, whether any other vendors sell the items separately and if the licensee could use the delivered item for its intended purpose without the receipt of the remaining deliverables. If multiple deliverables included in an arrangement are separable into different units of accounting, the Company allocates the arrangement consideration to those units of accounting. The amount of allocable arrangement consideration is limited to amounts that are fixed or determinable. Arrangement consideration is allocated at the inception of the arrangement to the identified units of accounting based on their relative selling price. Revenue is recognized for each unit of accounting when the appropriate revenue recognition criteria are met. | |||||||||||||||||
Future milestone payments, if any, under a license agreement will be recognized under the provisions of ASC 605-28, which the Company adopted on January 1, 2011. The Company has elected to recognize a payment that is contingent upon the achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. A milestone is substantive if: | |||||||||||||||||
• | It can only be achieved based in whole or in part on either (1) the Company’s performance or (2) on the occurrence of a specific outcome resulting from the Company’s performance; | ||||||||||||||||
• | There is substantive uncertainty at the date an arrangement is entered into that the event will be achieved; and | ||||||||||||||||
• | It would result in additional payments being due to the entity. | ||||||||||||||||
The Company believes that the clinical milestone payments pursuant to the license agreement with Pfizer, Inc. (“Pfizer”), as described in Note 10, are substantive and thus will be recognized when achieved. The commercial milestone payments and royalty payments received under license agreements, if any, will be recognized as revenue when they are earned. | |||||||||||||||||
Research and Development Agreements | |||||||||||||||||
For the fiscal year ended December 31, 2013, the Company recognized $1,589,000 of revenue from sponsored research and development projects under agreements with the National Institutes of Health / Scripps Research Institute, the Muscular Dystrophy Association, GoFar and the European Friedrich’s Ataxia Consortium for Translational Studies. | |||||||||||||||||
In the fiscal year ended December 31, 2012, the Company recognized $803,000 of revenue from sponsored research and development projects under agreements with the National Institutes of Health / Scripps Research Institute, the European Friedrich’s Ataxia Consortium for Translational Studies, GoFar, and the Friedreich’s Ataxia Research Alliance. | |||||||||||||||||
For the nine-month fiscal year ended December 31, 2011, the Company recognized $1,466,000 of revenue from sponsored research and development projects under agreements with the Muscular Dystrophy Association, the National Institutes of Health / Scripps Research Institute, the European Friedrich’s Ataxia Consortium for Translational Studies, Go Friedreich’s Ataxia Research (“GoFar”), and the Friedreich’s Ataxia Research Alliance. For the nine-month period ended December 31, 2010, the Company recognized $1,102,000 of revenue from sponsored research and development projects under agreements with the Muscular Dystrophy Association, the National Institutes of Health / Scripps Research Institute, GoFar, and the Friedreich’s Ataxia Research Alliance. For the nine months ended December 31, 2010, the Company also recognized approximately $733,000 in one-time grants under the Qualifying Therapeutic Discovery Project Program, which was created in March 2010 as part of the Patient Protection and Affordability Care Act. | |||||||||||||||||
Research revenue is recognized when the expense has been incurred and services have been performed. Determination of which costs incurred qualify for reimbursement under the terms of the Company’s contractual agreements and the timing of when such costs were incurred involves the judgment of management. The Company’s calculations are based upon the agreed-upon terms as stated in the arrangements. However, should the estimated calculations change or be challenged by other parties to the agreements, research revenue may be adjusted in subsequent periods. The calculations have not historically changed or been challenged and the Company does not anticipate any subsequent change in its revenue related to sponsored research and development projects. | |||||||||||||||||
There have been no material changes to the Company’s initial estimates related to revenue recognition in any periods presented in the accompanying consolidated financial statements. | |||||||||||||||||
Risks and Uncertainties | ' | ||||||||||||||||
Risks and Uncertainties | |||||||||||||||||
The Company evaluates its operations periodically to determine if any risks and uncertainties exist that could impact its operations in the near term. The Company does not believe that there are any significant risks which have not already been disclosed in the consolidated financial statements. A loss of certain suppliers could temporarily disrupt operations, although alternate sources of supply exist for these items. The Company has mitigated these risks by working closely with key suppliers, identifying alternate sources and developing contingency plans. | |||||||||||||||||
Cash, Cash Equivalents and Marketable Securities | ' | ||||||||||||||||
Cash, Cash Equivalents and Marketable Securities | |||||||||||||||||
At December 31, 2013 and December 31, 2012, the Company’s investments included money market funds as well as short-term and long-term marketable securities. Marketable securities are investments with original maturities of greater than 90 days. Long-term marketable securities are securities with maturities of greater than one year. The average remaining contractual maturity of marketable securities at December 31, 2013 is approximately 10.5 months. | |||||||||||||||||
Investments in debt securities consisted of the following at December 31, 2013: | |||||||||||||||||
December 31, 2013 | |||||||||||||||||
Amortized | Gross | Gross | Fair Value | ||||||||||||||
Cost | Unrealized | Unrealized | |||||||||||||||
Gain | Loss | ||||||||||||||||
Marketable securities: | |||||||||||||||||
U.S. Government and agency securities | $ | 8,165,464 | $ | 435 | $ | (630 | ) | $ | 8,165,269 | ||||||||
Corporate and other debt securities | 13,626,690 | 3,636 | (2,045 | ) | 13,628,281 | ||||||||||||
21,792,154 | 4,071 | (2,675 | ) | 21,793,550 | |||||||||||||
Long-term marketable securities: | |||||||||||||||||
U.S. Government and agency securities | 11,599,415 | 466 | (7,034 | ) | 11,592,847 | ||||||||||||
Corporate and other debt securities | 625,882 | 100 | (227 | ) | 625,755 | ||||||||||||
12,225,297 | 566 | (7,261 | ) | 12,218,602 | |||||||||||||
Total | $ | 34,017,451 | $ | 4,637 | $ | (9,936 | ) | $ | 34,012,152 | ||||||||
At December 31, 2013, the Company’s investments included forty-two debt securities in unrealized loss positions with a total unrealized loss of approximately $10,000 and a total fair market value of approximately $18,981,000. All investments with gross unrealized losses have been in unrealized loss positions for less than 12 months. The unrealized losses were caused primarily by current economic and market conditions. There was no change in the credit risk of the securities. The Company does not intend to sell any investments in an unrealized loss position and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases. There were no realized gains or losses on the investments for the fiscal years ended December 31, 2013 and 2012, or the nine-month fiscal year ended December 31, 2011. | |||||||||||||||||
Investments in debt securities consisted of the following at December 31, 2012: | |||||||||||||||||
December 31, 2012 | |||||||||||||||||
Amortized | Gross | Gross | Fair Value | ||||||||||||||
Cost | Unrealized | Unrealized | |||||||||||||||
Gain | Loss | ||||||||||||||||
Marketable securities: | |||||||||||||||||
U.S. Government and agency securities | $ | 2,000,897 | $ | 353 | $ | (7 | ) | $ | 2,001,243 | ||||||||
Corporate and other debt securities | 8,835,098 | 8,854 | — | 8,843,952 | |||||||||||||
10,835,995 | 9,207 | (7 | ) | 10,845,195 | |||||||||||||
Long-term marketable securities: | |||||||||||||||||
U.S. Government and agency securities | 5,198,264 | 2,747 | — | 5,201,011 | |||||||||||||
Corporate and other debt securities | 4,711,679 | 3,525 | (1,360 | ) | 4,713,844 | ||||||||||||
9,909,943 | 6,272 | (1,360 | ) | 9,914,855 | |||||||||||||
Total | $ | 20,745,938 | $ | 15,479 | $ | (1,367 | ) | $ | 20,760,050 | ||||||||
The contractual maturities of debt securities at December 31, 2013 were as follows: | |||||||||||||||||
Amortized | Fair Value | ||||||||||||||||
Cost | |||||||||||||||||
Due in 1 year or less | $ | 21,792,154 | $ | 21,793,550 | |||||||||||||
Due in 1 to 2 years | 12,225,297 | 12,218,602 | |||||||||||||||
$ | 34,017,451 | $ | 34,012,152 | ||||||||||||||
Fair Value Measurement | ' | ||||||||||||||||
Fair Value Measurement | |||||||||||||||||
In determining the fair value of its assets and liabilities, the Company uses various valuation approaches. The Company employs a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: | |||||||||||||||||
Level 1 | — | Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. | |||||||||||||||
Level 2 | — | Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. | |||||||||||||||
Level 3 | — | Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | |||||||||||||||
The availability of observable inputs can vary among the various types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the overall fair value measurement. | |||||||||||||||||
The Company’s fixed income investments are comprised of obligations of U.S. government agencies, corporate debt securities and other interest bearing securities. These investments have been initially valued at the transaction price and subsequently valued, at the end of each reporting period, utilizing third party pricing services or other market observable data. The pricing services utilize industry standard valuation models, including both income and market based approaches and observable market inputs to determine value. These observable market inputs include reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers, current spot rates and other industry and economic events. The Company validates the prices provided by third party pricing services by reviewing their pricing methods and matrices, obtaining market values from other pricing sources, analyzing pricing data in certain instances and confirming that the relevant markets are active. After completing its validation procedures, the Company did not adjust or override any fair value measurements provided by the pricing services as of December 31, 2013. | |||||||||||||||||
The following fair value hierarchy table presents information about each major category of the Company’s assets measured at fair value on a recurring basis as of December 31, 2013: | |||||||||||||||||
Fair value measurement at reporting date using: | |||||||||||||||||
Quoted prices in | Significant | Significant | Total | ||||||||||||||
active markets for | other observable | unobservable | |||||||||||||||
identical assets | inputs | inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Assets: | |||||||||||||||||
Money market funds | $ | 8,265,089 | $ | — | $ | — | $ | 8,265,089 | |||||||||
U.S. Government and agency securities | 9,792,141 | 9,965,975 | — | 19,758,116 | |||||||||||||
Corporate and other debt securities | — | 14,254,036 | — | 14,254,036 | |||||||||||||
Total | $ | 18,057,230 | $ | 24,220,011 | $ | — | $ | 42,277,241 | |||||||||
The Company has no other assets or liabilities for which fair value measurement is either required or has been elected to be applied, other than the liabilities for contingent consideration recorded in connection with the Novozymes Acquisition and the acquisition of the assets of BioFlash. The contingent consideration related to Novozymes is valued using management’s best estimates of expected future milestone payments of amounts to be paid to Novozymes Biopharma DK A/S, a company organized under the laws of Denmark (“Novozymes Denmark”). The contingent consideration related to BioFlash is valued using management’s best estimates of royalties to be paid to the former shareholders of BioFlash based on sales of the acquired assets. These valuations are Level 3 valuations as the primary inputs are unobservable. Changes in the fair value of contingent consideration in the year ended December 31, 2013 are primarily attributable to a 1,000,000 Euro milestone payment made to Novozymes Denmark in March 2013 and a $55,000 minimum royalty payment made to BioFlash in January 2013, which were previously accrued. The following table provides a roll forward of the fair value of the contingent consideration: | |||||||||||||||||
Balance at December 31, 2012 | $ | 2,899,076 | |||||||||||||||
Additions | — | ||||||||||||||||
Payments | (1,341,339 | ) | |||||||||||||||
Changes in fair value | 91,191 | ||||||||||||||||
Balance at December 31, 2013 | $ | 1,648,928 | |||||||||||||||
There were no remeasurements to fair value during the year ended December 31, 2013 of financial assets and liabilities that are not measured at fair value on a recurring basis. | |||||||||||||||||
Inventories | ' | ||||||||||||||||
Inventories | |||||||||||||||||
Inventories relate to the Company’s bioprocessing business. The Company values inventory at cost or, if lower, fair market value, using the first-in, first-out method. The Company reviews its inventories at least quarterly and records a provision for excess and obsolete inventory based on its estimates of expected sales volume, production capacity and expiration dates of raw materials, work-in process and finished products. Expected sales volumes are determined based on supply forecasts provided by key customers for the next 3 to 12 months. The Company writes down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected requirements to cost of product revenue. Manufacturing of bioprocessing finished goods is done to order and tested for quality specifications prior to shipment. Reserves for excess and obsolete inventory were $183,000 and $154,000 as of December 31, 2013 and 2012, respectively. | |||||||||||||||||
A change in the estimated timing or amount of demand for the Company’s products could result in additional provisions for excess inventory quantities on hand. Any significant unanticipated changes in demand or unexpected quality failures could have a significant impact on the value of inventory and reported operating results. During all periods presented in the accompanying financial statements, there have been no material adjustments related to a revised estimate of inventory valuations. | |||||||||||||||||
Work-in-process and finished products inventories consist of material, labor, outside processing costs and manufacturing overhead. Inventories consist of the following: | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Raw Materials | $ | 4,557,870 | $ | 4,064,317 | |||||||||||||
Work-in-process | 4,285,648 | 4,112,478 | |||||||||||||||
Finished products | 2,955,120 | 2,966,900 | |||||||||||||||
Total | $ | 11,798,638 | $ | 11,143,695 | |||||||||||||
Accrued Liabilities | ' | ||||||||||||||||
Accrued Liabilities | |||||||||||||||||
The Company estimates accrued liabilities by identifying services performed on the Company’s behalf, estimating the level of service performed and determining the associated cost incurred for such service as of each balance sheet date. For example, the Company would accrue for professional and consulting fees incurred with law firms, audit and accounting service providers and other third party consultants. These expenses are determined by either requesting those service providers to estimate unbilled services at each reporting date for services incurred or tracking costs incurred by service providers under fixed fee arrangements. | |||||||||||||||||
The Company has processes in place to estimate the appropriate amounts to record for accrued liabilities, which principally involve the applicable personnel reviewing the services provided. In the event that the Company does not identify certain costs that have begun to be incurred or the Company under or over-estimates the level of services performed or the costs of such services, the reported expenses for that period may be too low or too high. The date on which certain services commence, the level of services performed on or before a given date, and the cost of such services often require the exercise of judgment. The Company makes these judgments based upon the facts and circumstances known at the date of the financial statements. | |||||||||||||||||
Income Taxes | ' | ||||||||||||||||
Income Taxes | |||||||||||||||||
Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are provided, if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The Company evaluates this tax position on a quarterly basis. The Company also accrues for potential interest and penalties, related to unrecognized tax benefits in income tax expense. | |||||||||||||||||
Depreciation | ' | ||||||||||||||||
Depreciation | |||||||||||||||||
Depreciation is calculated using the straight-line method over the estimated useful life of the asset as follows: | |||||||||||||||||
Classification | Estimated Useful Life | ||||||||||||||||
Leasehold improvements | Shorter of the term of the lease or estimated useful life | ||||||||||||||||
Equipment | Three to eight years | ||||||||||||||||
Furniture and fixtures | Three years | ||||||||||||||||
For depreciation of property and equipment, the Company expensed approximately $2,092,000 and $2,492,000 in the years ended December 31, 2013 and 2012, respectively, $1,117,000 in the nine-month fiscal year ended December 31, 2011 and $1,141,000 the nine-month period ended December 31, 2010. These amounts include depreciation of assets recorded under capitalized lease agreements of approximately $82,000 in the nine months ended December 31, 2010. Assets recorded under capital leases were fully depreciated at December 31, 2011. | |||||||||||||||||
Earnings (Loss) Per Share | ' | ||||||||||||||||
Earnings (Loss) Per Share | |||||||||||||||||
Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares and dilutive common share equivalents then outstanding. Potential common share equivalents consist of restricted stock awards and the incremental common shares issuable upon the exercise of stock options and warrants. Under the treasury stock method, unexercised “in-the-money” stock options are assumed to be exercised at the beginning of the period or at issuance, if later. The assumed proceeds are then used to purchase common shares at the average market price during the period. Share-based payment awards that entitle their holders to receive non-forfeitable dividends before vesting are considered participating securities and are included in the calculation of basic and diluted earnings per share. | |||||||||||||||||
A reconciliation of basic and diluted share amounts is as follows: | |||||||||||||||||
Years ended December 31, | Nine Months ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | 2010 | ||||||||||||||
(unaudited) | |||||||||||||||||
Numerator: | |||||||||||||||||
Net income (loss) | $ | 16,093,155 | $ | 14,156,037 | $ | (1,612,625 | ) | $ | 1,987,178 | ||||||||
Denominator: | |||||||||||||||||
Basic weighted average common shares outstanding | 31,667,015 | 30,914,424 | 30,774,467 | 30,778,430 | |||||||||||||
Weighted average common stock equivalents from assumed exercise of stock options and restricted stock awards | 739,626 | 339,010 | — | 170,834 | |||||||||||||
Diluted weighted average common shares outstanding | 32,406,641 | 31,253,434 | 30,774,467 | 30,949,264 | |||||||||||||
Basic net income (loss) per common share | $ | 0.51 | $ | 0.46 | $ | (0.05 | ) | $ | 0.06 | ||||||||
Diluted net income (loss) per common share | $ | 0.5 | $ | 0.45 | $ | (0.05 | ) | $ | 0.06 | ||||||||
At December 31, 2013, there were outstanding options to purchase 1,610,988 shares of the Company’s common stock at a weighted average exercise price of $5.07 per share. For the fiscal year ended December 31, 2013, 187,000 shares 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. | |||||||||||||||||
At December 31, 2012, there were outstanding options to purchase 2,315,090 shares of the Company’s common stock at a weighted average exercise price of $4.20 per share. For the fiscal year ended December 31, 2012, 1,296,700 shares 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. | |||||||||||||||||
At December 31, 2011, there were outstanding options to purchase 2,823,400 shares of the Company’s common stock at a weighted average exercise price of $4.05 per share. Diluted weighted average shares outstanding for the nine-month fiscal year ended December 31, 2011 do not include the impact of 2,823,400 outstanding potential common shares for stock options as they would be anti-dilutive. Accordingly, basic and diluted net losses per share are the same for the nine-month fiscal year ended December 31, 2011. | |||||||||||||||||
At December 31, 2010, there were outstanding options to purchase 2,566,450 shares of the Company’s common stock at a weighted average exercise price of $4.08 per share. For the nine-month fiscal year ended December 31, 2010, 1,771,100 shares 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. | |||||||||||||||||
Segment Reporting | ' | ||||||||||||||||
Segment Reporting | |||||||||||||||||
The Company views its operations, makes decisions regarding how to allocate resources and manages its business as one operating segment. As a result, the financial information disclosed herein represents all of the material financial information related to the Company’s principal operating segment. | |||||||||||||||||
The following table represents the Company’s total revenue by geographic area (based on the location of the customer): | |||||||||||||||||
Years ended December 31, | Nine Months ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | 2010 | ||||||||||||||
United States | 51 | % | 46 | % | 48 | % | 48 | % | |||||||||
Sweden | 35 | % | 42 | % | 44 | % | 45 | % | |||||||||
United Kingdom | 12 | % | 9 | % | 3 | % | 4 | % | |||||||||
Other | 2 | % | 3 | % | 5 | % | 3 | % | |||||||||
Total | 100 | % | 100 | % | 100 | % | 100 | % | |||||||||
The following table represents the Company’s total assets by geographic area: | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
United States | $ | 73,557,001 | $ | 58,356,697 | |||||||||||||
Sweden | 45,087,903 | 38,653,466 | |||||||||||||||
Total | $ | 118,644,904 | $ | 97,010,163 | |||||||||||||
The following table represents the Company’s long-lived assets by geographic area: | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
United States | $ | 19,858,691 | $ | 16,537,804 | |||||||||||||
Sweden | 12,435,614 | 14,262,908 | |||||||||||||||
Total | $ | 32,294,305 | $ | 30,800,712 | |||||||||||||
Concentrations of Credit Risk and Significant Customers | ' | ||||||||||||||||
Concentrations of Credit Risk and Significant Customers | |||||||||||||||||
Financial instruments that subject the Company to significant concentrations of credit risk primarily consist of cash and cash equivalents, marketable securities and accounts receivable. Per the Company’s investment policy, cash equivalents and marketable securities are invested in financial instruments with high credit ratings and credit exposure to any one issue, issuer (with the exception of U.S. treasury obligations) and type of instrument is limited. At December 31, 2013 and 2012, 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. | |||||||||||||||||
Revenue from significant customers as a percentage of the Company’s total revenue is as follows: | |||||||||||||||||
Years ended December 31, | Nine Months ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | 2010 | ||||||||||||||
Orencia® Royalties from Bristol | 27 | % | 24 | % | 37 | % | 37 | % | |||||||||
Bioprocessing Customer A | 35 | % | 42 | % | 44 | % | 45 | % | |||||||||
Bioprocessing Customer B | 12 | % | 10 | % | 5 | % | 5 | % | |||||||||
Bioprocessing Customer C | 13 | % | 10 | % | — | — | |||||||||||
Significant accounts receivable balances as a percentage of the Company’s total trade accounts receivable and royalties and other receivable balances are as follows: | |||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||
Orencia® Royalties from Bristol | 42 | % | 31 | % | |||||||||||||
Bioprocessing Customer A | 17 | % | 21 | % | |||||||||||||
Bioprocessing Customer C | 8 | % | 5 | % | |||||||||||||
Tenant improvement allowance due from landlord | 15 | % | — | ||||||||||||||
Pfizer | — | 38 | % | ||||||||||||||
Goodwill, Other Intangible Assets and Acquisitions | ' | ||||||||||||||||
Goodwill, Other Intangible Assets and Acquisitions | |||||||||||||||||
Acquisitions | |||||||||||||||||
Total consideration transferred for acquisitions is allocated to the assets acquired and liabilities assumed, if any, based on their fair values at the dates of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management. Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Any excess of the fair value of the net tangible and intangible assets acquired over the purchase price is recognized in the statement of operations. The fair value of contingent consideration includes estimates and judgments made by management regarding the probability that future contingent payments will be made and the extent of royalties to be earned in excess of the defined minimum royalties. Management updates these estimates and the related fair value of contingent consideration at each reporting period. Changes in the fair value of contingent consideration are recorded in the consolidated statements of operations. | |||||||||||||||||
The Company uses the income approach to determine the fair value of certain identifiable intangible assets including customer relationships and developed technology. This approach determines fair value by estimating after-tax cash flows attributable to these assets over their respective useful lives and then discounting these after-tax cash flows back to a present value. The Company bases its assumptions on estimates of future cash flows, expected growth rates, expected trends in technology, etc. Discount rates used to arrive at a present value as of the date of acquisition are based on the time value of money and certain industry-specific risk factors. | |||||||||||||||||
Goodwill | |||||||||||||||||
Goodwill is not amortized and is reviewed for impairment at least annually. There was no evidence of impairment to goodwill at December 31, 2013. There were no goodwill impairment charges during the fiscal years ended December 31, 2013 and 2012, the nine-month fiscal year ended December 31, 2011, or the nine-month period ended December 31, 2010. | |||||||||||||||||
Intangible Assets | |||||||||||||||||
Intangible assets are amortized over their useful lives using the estimated economic benefit method, as applicable, and the amortization expense is recorded within cost of product revenue and selling, general and administrative expense in the statements of operations. Intangible assets and their related useful lives are reviewed at least annually to determine if any adverse conditions exist that would indicate the carrying value of these assets may not be recoverable. More frequent impairment assessments are conducted if certain conditions exist, including a change in the competitive landscape, any internal decisions to pursue new or different technology strategies, a loss of a significant customer, or a significant change in the marketplace, including changes in the prices paid for our products or changes in the size of the market for our products. If impairment indicators are present, the Company determines whether the underlying intangible asset is recoverable through estimated future undiscounted cash flows. If the asset is not found to be recoverable, it is written down to the estimated fair value of the asset based on the sum of the future undiscounted cash flows expected to result from the use and disposition of the asset. If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. The Company continues to believe that its intangible assets are recoverable at December 31, 2013. | |||||||||||||||||
Intangible assets consisted of the following at December 31, 2013: | |||||||||||||||||
Gross Carrying | Accumulated | Weighted | |||||||||||||||
Amount | Amortization | Average | |||||||||||||||
Useful Life | |||||||||||||||||
(in years) | |||||||||||||||||
Technology – developed | $ | 1,455,382 | $ | (537,589 | ) | 8 | |||||||||||
Patents | 240,000 | (117,500 | ) | 8 | |||||||||||||
Customer relationships | 6,897,052 | (1,749,713 | ) | 8 | |||||||||||||
Total intangible assets | $ | 8,592,434 | $ | (2,404,802 | ) | 8 | |||||||||||
Intangible assets consisted of the following at December 31, 2012: | |||||||||||||||||
Gross Carrying | Accumulated | Weighted | |||||||||||||||
Amount | Amortization | Average | |||||||||||||||
Useful Life | |||||||||||||||||
(in years) | |||||||||||||||||
Technology – developed | $ | 1,452,729 | $ | (360,748 | ) | 8 | |||||||||||
Patents | 240,000 | (87,500 | ) | 8 | |||||||||||||
Customer relationships | 6,872,383 | (934,852 | ) | 8 | |||||||||||||
Total intangible assets | $ | 8,565,112 | $ | (1,383,100 | ) | 8 | |||||||||||
Amortization expense for amortized intangible assets was approximately $1,022,000 and $1,017,000 for the years ended December 31, 2013 and 2012, respectively, $158,000 for the nine-month fiscal year ended December 31, 2011 and $134,000 for the nine-month period ended December 31, 2010. The Company expects to record amortization expense of approximately $1,000,000 in each of the next five years. | |||||||||||||||||
Stock Based Compensation | ' | ||||||||||||||||
Stock Based Compensation | |||||||||||||||||
The Company measures stock-based compensation cost at the grant date based on the estimated fair value of the award, and recognizes it as expense over the employee’s requisite service period on a straight-line basis. The Company records the expense for share-based awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates whether the achievement of a performance-based milestone is probable as of the reporting date. The Company has no awards that are subject to market conditions. The Company recognizes stock-based compensation expense based upon options that are ultimately expected to vest, and accordingly, such compensation expense has been adjusted by an amount of estimated forfeitures. | |||||||||||||||||
The Company uses the Black-Scholes option pricing model to calculate the fair value of share-based awards on the grant date. The following assumptions are used in calculating the fair value of share-based awards: | |||||||||||||||||
Expected term—The expected term of options granted represents the period of time for which the options are expected to be outstanding. For purposes of estimating the expected term, the Company has aggregated all individual option awards into one group as the Company does not expect substantial differences in exercise behavior among its employees. | |||||||||||||||||
Expected volatility—The expected volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate during the expected term of options granted. The Company determines the expected volatility based primarily upon the historical volatility of the Company’s common stock over a period commensurate with the option’s expected term. | |||||||||||||||||
Risk-free interest rate—The risk-free interest rate is the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equal to the option’s expected term on the grant date. | |||||||||||||||||
Expected dividend yield—The Company has never declared or paid any cash dividends on any of its capital stock and does not expect to do so in the foreseeable future. Accordingly, the Company uses an expected dividend yield of zero to calculate the grant-date fair value of a stock option. | |||||||||||||||||
Estimated forfeiture rates—The Company has applied, based on an analysis of its historical forfeitures, annual forfeiture rates of 8% for awards granted to non-executive level employees, 3% for awards granted to executive level employees and 0% for awards granted to non-employee members of the Board of Directors to all unvested stock options as of December 31, 2013. The Company reevaluates this analysis periodically and adjusts these estimated forfeiture rates as necessary. Ultimately, the Company will only recognize expense for those shares that vest. | |||||||||||||||||
Recently Issued Accounting Pronouncements | ' | ||||||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||||||
In February 2013, the Financial Accounting Standards Board (FASB) issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU 2013-02). This newly issued accounting standard requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. This ASU is effective for reporting periods beginning after December 15, 2012. The Company adopted this standard in 2013. The adoption of this standard did not have an impact on our financial position or results of operations and no amounts were reclassified out of accumulated other comprehensive income during 2013. | |||||||||||||||||
In July 2013, the FASB issued guidance to address the diversity in practice related to the financial statement presentation of unrecognized tax benefits as either a reduction of a deferred tax asset or a liability when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Investments in Debt Securities | ' | ||||||||||||||||
Investments in debt securities consisted of the following at December 31, 2013: | |||||||||||||||||
December 31, 2013 | |||||||||||||||||
Amortized | Gross | Gross | Fair Value | ||||||||||||||
Cost | Unrealized | Unrealized | |||||||||||||||
Gain | Loss | ||||||||||||||||
Marketable securities: | |||||||||||||||||
U.S. Government and agency securities | $ | 8,165,464 | $ | 435 | $ | (630 | ) | $ | 8,165,269 | ||||||||
Corporate and other debt securities | 13,626,690 | 3,636 | (2,045 | ) | 13,628,281 | ||||||||||||
21,792,154 | 4,071 | (2,675 | ) | 21,793,550 | |||||||||||||
Long-term marketable securities: | |||||||||||||||||
U.S. Government and agency securities | 11,599,415 | 466 | (7,034 | ) | 11,592,847 | ||||||||||||
Corporate and other debt securities | 625,882 | 100 | (227 | ) | 625,755 | ||||||||||||
12,225,297 | 566 | (7,261 | ) | 12,218,602 | |||||||||||||
Total | $ | 34,017,451 | $ | 4,637 | $ | (9,936 | ) | $ | 34,012,152 | ||||||||
Investments in debt securities consisted of the following at December 31, 2012: | |||||||||||||||||
December 31, 2012 | |||||||||||||||||
Amortized | Gross | Gross | Fair Value | ||||||||||||||
Cost | Unrealized | Unrealized | |||||||||||||||
Gain | Loss | ||||||||||||||||
Marketable securities: | |||||||||||||||||
U.S. Government and agency securities | $ | 2,000,897 | $ | 353 | $ | (7 | ) | $ | 2,001,243 | ||||||||
Corporate and other debt securities | 8,835,098 | 8,854 | — | 8,843,952 | |||||||||||||
10,835,995 | 9,207 | (7 | ) | 10,845,195 | |||||||||||||
Long-term marketable securities: | |||||||||||||||||
U.S. Government and agency securities | 5,198,264 | 2,747 | — | 5,201,011 | |||||||||||||
Corporate and other debt securities | 4,711,679 | 3,525 | (1,360 | ) | 4,713,844 | ||||||||||||
9,909,943 | 6,272 | (1,360 | ) | 9,914,855 | |||||||||||||
Total | $ | 20,745,938 | $ | 15,479 | $ | (1,367 | ) | $ | 20,760,050 | ||||||||
Contractual Maturities of Debt Securities | ' | ||||||||||||||||
The contractual maturities of debt securities at December 31, 2013 were as follows: | |||||||||||||||||
Amortized | Fair Value | ||||||||||||||||
Cost | |||||||||||||||||
Due in 1 year or less | $ | 21,792,154 | $ | 21,793,550 | |||||||||||||
Due in 1 to 2 years | 12,225,297 | 12,218,602 | |||||||||||||||
$ | 34,017,451 | $ | 34,012,152 | ||||||||||||||
Assets Measured at Fair Value on Recurring Basis | ' | ||||||||||||||||
The following fair value hierarchy table presents information about each major category of the Company’s assets measured at fair value on a recurring basis as of December 31, 2013: | |||||||||||||||||
Fair value measurement at reporting date using: | |||||||||||||||||
Quoted prices in | Significant | Significant | Total | ||||||||||||||
active markets for | other observable | unobservable | |||||||||||||||
identical assets | inputs | inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Assets: | |||||||||||||||||
Money market funds | $ | 8,265,089 | $ | — | $ | — | $ | 8,265,089 | |||||||||
U.S. Government and agency securities | 9,792,141 | 9,965,975 | — | 19,758,116 | |||||||||||||
Corporate and other debt securities | — | 14,254,036 | — | 14,254,036 | |||||||||||||
Total | $ | 18,057,230 | $ | 24,220,011 | $ | — | $ | 42,277,241 | |||||||||
Roll Forward of Fair Value of Contingent Consideration | ' | ||||||||||||||||
The following table provides a roll forward of the fair value of the contingent consideration: | |||||||||||||||||
Balance at December 31, 2012 | $ | 2,899,076 | |||||||||||||||
Additions | — | ||||||||||||||||
Payments | (1,341,339 | ) | |||||||||||||||
Changes in fair value | 91,191 | ||||||||||||||||
Balance at December 31, 2013 | $ | 1,648,928 | |||||||||||||||
Schedule of Inventories | ' | ||||||||||||||||
Work-in-process and finished products inventories consist of material, labor, outside processing costs and manufacturing overhead. Inventories consist of the following: | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Raw Materials | $ | 4,557,870 | $ | 4,064,317 | |||||||||||||
Work-in-process | 4,285,648 | 4,112,478 | |||||||||||||||
Finished products | 2,955,120 | 2,966,900 | |||||||||||||||
Total | $ | 11,798,638 | $ | 11,143,695 | |||||||||||||
Estimated Useful Life of Assets | ' | ||||||||||||||||
Depreciation is calculated using the straight-line method over the estimated useful life of the asset as follows: | |||||||||||||||||
Classification | Estimated Useful Life | ||||||||||||||||
Leasehold improvements | Shorter of the term of the lease or estimated useful life | ||||||||||||||||
Equipment | Three to eight years | ||||||||||||||||
Furniture and fixtures | Three years | ||||||||||||||||
Reconciliation of Basic and Diluted Shares Amounts | ' | ||||||||||||||||
A reconciliation of basic and diluted share amounts is as follows: | |||||||||||||||||
Years ended December 31, | Nine Months ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | 2010 | ||||||||||||||
(unaudited) | |||||||||||||||||
Numerator: | |||||||||||||||||
Net income (loss) | $ | 16,093,155 | $ | 14,156,037 | $ | (1,612,625 | ) | $ | 1,987,178 | ||||||||
Denominator: | |||||||||||||||||
Basic weighted average common shares outstanding | 31,667,015 | 30,914,424 | 30,774,467 | 30,778,430 | |||||||||||||
Weighted average common stock equivalents from assumed exercise of stock options and restricted stock awards | 739,626 | 339,010 | — | 170,834 | |||||||||||||
Diluted weighted average common shares outstanding | 32,406,641 | 31,253,434 | 30,774,467 | 30,949,264 | |||||||||||||
Basic net income (loss) per common share | $ | 0.51 | $ | 0.46 | $ | (0.05 | ) | $ | 0.06 | ||||||||
Diluted net income (loss) per common share | $ | 0.5 | $ | 0.45 | $ | (0.05 | ) | $ | 0.06 | ||||||||
Total Assets by Geographic Area | ' | ||||||||||||||||
The following table represents the Company’s total assets by geographic area: | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
United States | $ | 73,557,001 | $ | 58,356,697 | |||||||||||||
Sweden | 45,087,903 | 38,653,466 | |||||||||||||||
Total | $ | 118,644,904 | $ | 97,010,163 | |||||||||||||
Long Lived Assets by Geographic Area | ' | ||||||||||||||||
The following table represents the Company’s long-lived assets by geographic area: | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
United States | $ | 19,858,691 | $ | 16,537,804 | |||||||||||||
Sweden | 12,435,614 | 14,262,908 | |||||||||||||||
Total | $ | 32,294,305 | $ | 30,800,712 | |||||||||||||
Percentage of Revenue from Significant Customers | ' | ||||||||||||||||
Revenue from significant customers as a percentage of the Company’s total revenue is as follows: | |||||||||||||||||
Years ended December 31, | Nine Months ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | 2010 | ||||||||||||||
Orencia® Royalties from Bristol | 27 | % | 24 | % | 37 | % | 37 | % | |||||||||
Bioprocessing Customer A | 35 | % | 42 | % | 44 | % | 45 | % | |||||||||
Bioprocessing Customer B | 12 | % | 10 | % | 5 | % | 5 | % | |||||||||
Bioprocessing Customer C | 13 | % | 10 | % | — | — | |||||||||||
Intangible assets | ' | ||||||||||||||||
Intangible assets consisted of the following at December 31, 2013: | |||||||||||||||||
Gross Carrying | Accumulated | Weighted | |||||||||||||||
Amount | Amortization | Average | |||||||||||||||
Useful Life | |||||||||||||||||
(in years) | |||||||||||||||||
Technology – developed | $ | 1,455,382 | $ | (537,589 | ) | 8 | |||||||||||
Patents | 240,000 | (117,500 | ) | 8 | |||||||||||||
Customer relationships | 6,897,052 | (1,749,713 | ) | 8 | |||||||||||||
Total intangible assets | $ | 8,592,434 | $ | (2,404,802 | ) | 8 | |||||||||||
Intangible assets consisted of the following at December 31, 2012: | |||||||||||||||||
Gross Carrying | Accumulated | Weighted | |||||||||||||||
Amount | Amortization | Average | |||||||||||||||
Useful Life | |||||||||||||||||
(in years) | |||||||||||||||||
Technology – developed | $ | 1,452,729 | $ | (360,748 | ) | 8 | |||||||||||
Patents | 240,000 | (87,500 | ) | 8 | |||||||||||||
Customer relationships | 6,872,383 | (934,852 | ) | 8 | |||||||||||||
Total intangible assets | $ | 8,565,112 | $ | (1,383,100 | ) | 8 | |||||||||||
Total Revenue | ' | ||||||||||||||||
Percentage by Geographic Area or Significant Customers | ' | ||||||||||||||||
The following table represents the Company’s total revenue by geographic area (based on the location of the customer): | |||||||||||||||||
Years ended December 31, | Nine Months ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | 2010 | ||||||||||||||
United States | 51 | % | 46 | % | 48 | % | 48 | % | |||||||||
Sweden | 35 | % | 42 | % | 44 | % | 45 | % | |||||||||
United Kingdom | 12 | % | 9 | % | 3 | % | 4 | % | |||||||||
Other | 2 | % | 3 | % | 5 | % | 3 | % | |||||||||
Total | 100 | % | 100 | % | 100 | % | 100 | % | |||||||||
Accounts Receivable | ' | ||||||||||||||||
Percentage by Geographic Area or Significant Customers | ' | ||||||||||||||||
Significant accounts receivable balances as a percentage of the Company’s total trade accounts receivable and royalties and other receivable balances are as follows: | |||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||
Orencia® Royalties from Bristol | 42 | % | 31 | % | |||||||||||||
Bioprocessing Customer A | 17 | % | 21 | % | |||||||||||||
Bioprocessing Customer C | 8 | % | 5 | % | |||||||||||||
Tenant improvement allowance due from landlord | 15 | % | — | ||||||||||||||
Pfizer | — | 38 | % |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Income from Operations Before Income Taxes | ' | ||||||||||||||||||||||||
Income tax data for the years ended December 31, 2013 and 2012, and the nine months ended December 31, 2011: | |||||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | December 31, 2011 | |||||||||||||||||||||||
The components of income from operations before income taxes are as follows: | |||||||||||||||||||||||||
Domestic | $ | 12,782,598 | $ | 11,175,638 | $ | (1,845,024 | ) | ||||||||||||||||||
Foreign | 10,231,223 | 95,768 | 248,143 | ||||||||||||||||||||||
Total | $ | 23,013,821 | $ | 11,271,406 | $ | (1,596,881 | ) | ||||||||||||||||||
Provision for Income Taxes | ' | ||||||||||||||||||||||||
The current and deferred components of the provision for income taxes on operations are as follows: | |||||||||||||||||||||||||
Current | $ | 4,123,752 | $ | 312,630 | $ | — | |||||||||||||||||||
Deferred | 2,796,914 | (3,197,261 | ) | 15,744 | |||||||||||||||||||||
Total | $ | 6,920,666 | $ | (2,884,631 | ) | $ | 15,744 | ||||||||||||||||||
The jurisdictional components of the provision for income taxes on operations are as follows: | |||||||||||||||||||||||||
Federal | $ | 3,322,032 | $ | (2,915,673 | ) | $ | 48,000 | ||||||||||||||||||
State | 1,305,388 | 115,307 | — | ||||||||||||||||||||||
Foreign | 2,293,245 | (84,265 | ) | (32,256 | ) | ||||||||||||||||||||
Total | $ | 6,920,666 | $ | (2,884,631 | ) | $ | 15,744 | ||||||||||||||||||
Consolidated Deferred Tax Assets or Liabilities | ' | ||||||||||||||||||||||||
The Company’s consolidated deferred tax assets (liabilities) consist of the following: | |||||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||||||||||
Deferred tax assets: | |||||||||||||||||||||||||
Temporary timing differences | $ | 3,018,000 | $ | 4,152,000 | |||||||||||||||||||||
Net operating loss carryforwards | 12,264,000 | 15,041,000 | |||||||||||||||||||||||
Tax business credits carryforwards | 1,520,000 | 2,160,000 | |||||||||||||||||||||||
Total deferred tax assets | 16,802,000 | 21,353,000 | |||||||||||||||||||||||
Valuation allowance | (16,571,000 | ) | (18,307,000 | ) | |||||||||||||||||||||
Net deferred tax assets | $ | 231,000 | $ | 3,046,000 | |||||||||||||||||||||
Deferred tax liabilities: | |||||||||||||||||||||||||
Goodwill | $ | (44,000 | ) | $ | (72,000 | ) | |||||||||||||||||||
Acquired intangibles | — | — | |||||||||||||||||||||||
Net deferred tax assets (liabilities) | $ | 187,000 | $ | 2,974,000 | |||||||||||||||||||||
Reconciliation of Federal Statutory Rate to Effective Income Tax Rate | ' | ||||||||||||||||||||||||
The reconciliation of the federal statutory rate to the effective income tax rate for the fiscal years ended December 31, 2013 and 2012, and the nine-month fiscal year ended December 31, 2011 is as follows: | |||||||||||||||||||||||||
Period Ended, | |||||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | December 31, 2011 | |||||||||||||||||||||||
Income (loss) before income taxes | $ | 23,013,821 | % | $ | 11,271,406 | % | $ | (1,596,881 | ) | % | |||||||||||||||
Expected tax (recovery) at statutory rate | 7,824,699 | 34 | % | 3,944,996 | 35 | % | (542,939 | ) | (34.0 | )% | |||||||||||||||
Adjustments due to: | |||||||||||||||||||||||||
Difference between U.S. and foreign tax | (1,227,747 | ) | (5.3 | )% | (8,332 | ) | (0.1 | )% | (19,287 | ) | (1.2 | )% | |||||||||||||
State income and franchise taxes | 1,121,821 | 4.9 | % | 357,866 | 3.2 | % | 52,905 | 3.3 | % | ||||||||||||||||
Business tax credits | (74,999 | ) | (0.3 | )% | (67,276 | ) | (0.6 | )% | (68,926 | ) | (4.3 | )% | |||||||||||||
Transaction costs | — | 0 | % | — | 0 | % | 240,842 | 15.1 | % | ||||||||||||||||
Gain on bargain purchase | — | 0 | % | (82,422 | ) | (0.7 | )% | (112,427 | ) | (7.0 | )% | ||||||||||||||
Permanent differences | (298,185 | ) | (1.3 | )% | 242,629 | 2.1 | % | 218,989 | 13.7 | % | |||||||||||||||
Change in valuation allowance | (508,629 | ) | (2.21 | )% | (7,272,092 | ) | (64.5 | )% | 246,587 | 15.4 | % | ||||||||||||||
Other | 83,706 | 0.4 | % | — | 0 | % | — | 0 | % | ||||||||||||||||
Provision (benefit) for income taxes | $ | 6,920,666 | 30.1 | % | $ | (2,884,631 | ) | (25.6 | )% | $ | 15,744 | 1 | % | ||||||||||||
Reconciliation of Unrecognized Tax Benefits | ' | ||||||||||||||||||||||||
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: | |||||||||||||||||||||||||
December 31, 2013 | |||||||||||||||||||||||||
Unrecognized tax benefits at January 1, 2013 | $ | — | |||||||||||||||||||||||
Gross increases – tax positions in prior period | 1,637,936 | ||||||||||||||||||||||||
Gross increases – tax positions in current period | 37,249 | ||||||||||||||||||||||||
Unrecognized tax benefits at December 31, 2013 | $ | 1,675,185 | |||||||||||||||||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stock-Based Compensation Expense | ' | ||||||||||||||||
The following table presents stock-based compensation expense in the Company’s consolidated statements of operations: | |||||||||||||||||
Years ended | Nine Months ended | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | 2011 | 2010 | ||||||||||||||
(unaudited) | |||||||||||||||||
Cost of product revenue | $ | 74,000 | $ | 45,000 | $ | 35,000 | $ | 38,000 | |||||||||
Research and development | 97,000 | 219,000 | 191,000 | 164,000 | |||||||||||||
Selling, general and administrative | 889,000 | 760,000 | 504,000 | 546,000 | |||||||||||||
Total | $ | 1,060,000 | $ | 1,024,000 | $ | 730,000 | $ | 748,000 | |||||||||
Estimated Weighted Average Assumptions | ' | ||||||||||||||||
The fair value of share-based awards granted during the years ended December 31, 2013 and 2012, the nine-month fiscal year ended December 31, 2011, and the nine-month period ended December 31, 2010 were calculated using the following estimated assumptions: | |||||||||||||||||
Years ended December 31, | Nine Months ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | 2010 | ||||||||||||||
Expected term (years) | 6.5 | 6.5 | 6.5 | 6.5 | |||||||||||||
Volatility | 51.39% - 53.63% | 49.76% - 53.54% | 53.09% - 55.76% | 57.58% - 63.60% | |||||||||||||
Risk-free interest rate | 1.09% - 2.08% | 0.89% - 1.06% | 1.25% - 2.38% | 1.81% - 2.62% | |||||||||||||
Expected dividend yield | — | — | — | — | |||||||||||||
Summary of Option Activity | ' | ||||||||||||||||
Information regarding option activity for the year ended December 31, 2013 under the Plans is summarized below: | |||||||||||||||||
Options | Weighted- | Weighted- | Aggregate | ||||||||||||||
Outstanding | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price Per | Contractual | ||||||||||||||||
Share | Term | ||||||||||||||||
(in years) | |||||||||||||||||
Options outstanding at December 31, 2012 | 2,315,090 | $ | 4.2 | ||||||||||||||
Granted | 567,052 | 7.24 | |||||||||||||||
Exercised | (927,654 | ) | 4.39 | ||||||||||||||
Forfeited/cancelled | (343,500 | ) | 4.67 | ||||||||||||||
Options outstanding at December 31, 2013 | 1,610,988 | $ | 5.07 | 6.41 | $ | 13,812,307 | |||||||||||
Options exercisable at December 31, 2013 | 831,078 | $ | 4.13 | 4.34 | $ | 7,905,877 | |||||||||||
Vested and expected to vest at December 31, 2013 (1) | 1,518,371 | $ | 4.98 | 6.29 | $ | 13,149,147 | |||||||||||
-1 | This represents the number of vested options as of December 31, 2013 plus the number of unvested options expected to vest as of December 31, 2013 based on the unvested outstanding options at December 31, 2013 adjusted for estimated forfeiture rates of 8% for awards granted to non-executive level employees and 3% for awards granted to executive level employees. |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Obligations Under Non Cancelable Operating Leases | ' | ||||
Obligations under non-cancelable operating leases, including the facility leases discussed above, as of December 31, 2013 are approximately as follows: | |||||
Years Ending | Operating Leases | ||||
December 31, 2014 | $ | 2,273,000 | |||
December 31, 2015 | 2,273,000 | ||||
December 31, 2016 | 2,273,000 | ||||
December 31, 2017 | 1,682,000 | ||||
December 31, 2018 | 1,090,000 | ||||
Thereafter | 4,525,000 | ||||
Minimum lease payments | $ | 14,116,000 | |||
Prepaid_Expenses_and_Other_Cur1
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Prepaid Expenses and Other Current Assets | ' | ||||||||
Prepaid expenses and other current assets consist of the following: | |||||||||
December 31, 2013 | December 31, 2012 | ||||||||
Equipment maintenance and services | 521,772 | 747,273 | |||||||
Prepaid insurance | 344,698 | 365,167 | |||||||
Interest receivable | 214,902 | 140,363 | |||||||
Taxes | 135,102 | — | |||||||
Clinical and research expenses | — | 15,354 | |||||||
Other | 33,350 | 36,730 | |||||||
Total | $ | 1,249,824 | $ | 1,304,887 | |||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Schedule of Accrued Liabilities | ' | ||||||||
Accrued liabilities consist of the following: | |||||||||
December 31, 2013 | December 31, 2012 | ||||||||
Employee compensation | $ | 3,166,086 | $ | 3,634,839 | |||||
Taxes | 2,324,711 | — | |||||||
Royalty and license fees | 1,897,473 | 1,459,680 | |||||||
Contingent consideration | 1,195,248 | 1,376,877 | |||||||
Professional fees | 385,478 | 418,800 | |||||||
VAT liabilities | 7,591 | 98,162 | |||||||
Unearned revenue | 3,341 | 599,120 | |||||||
Research and development | — | 18,300 | |||||||
Other accrued expenses | 599,784 | 692,212 | |||||||
Total | $ | 9,579,712 | $ | 8,297,990 | |||||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Consolidated Statements of Operations Information for Each of Previous Eight Quarters | ' | ||||||||||||||||||||||||||||||||
The following table contains consolidated statements of operations information for each of the previous eight quarters. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. | |||||||||||||||||||||||||||||||||
December 31, | September 30, | June 30, | March 31, | December 31, | September 30, | June 30, | March 31, | ||||||||||||||||||||||||||
2013 | 2013 | 2013 | 2013 | 2012 | 2012 | 2012 | 2012 | ||||||||||||||||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||||||||||||||||||
Revenue: | |||||||||||||||||||||||||||||||||
Product revenue | $ | 10,350 | $ | 12,184 | $ | 13,014 | $ | 11,934 | $ | 9,710 | $ | 11,123 | $ | 11,659 | $ | 9,342 | |||||||||||||||||
Royalty and other revenue | 5,032 | 6,638 | 4,495 | 4,522 | 9,104 | 3,981 | 3,865 | 3,482 | |||||||||||||||||||||||||
Total revenue | 15,382 | 18,822 | 17,509 | 16,456 | 18,814 | 15,104 | 15,524 | 12,824 | |||||||||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||||||||||
Cost of product revenue | 4,627 | 5,659 | 5,298 | 6,897 | 5,920 | 6,419 | 7,345 | 5,273 | |||||||||||||||||||||||||
Cost of royalty and other revenue | 738 | 724 | 643 | 577 | 620 | 594 | 537 | 462 | |||||||||||||||||||||||||
Research and development | 1,422 | 1,430 | 2,306 | 2,183 | 2,343 | 2,433 | 2,906 | 2,808 | |||||||||||||||||||||||||
Selling, general and administrative | 3,367 | 2,902 | 3,124 | 3,308 | 3,253 | 3,126 | 3,418 | 3,428 | |||||||||||||||||||||||||
Contingent consideration – fair value adjustments | 45 | 65 | 35 | (54 | ) | 267 | 344 | — | — | ||||||||||||||||||||||||
Gain on bargain purchase | — | — | — | — | — | — | — | (314 | ) | ||||||||||||||||||||||||
Total operating expenses | 10,199 | 10,780 | 11,406 | 12,911 | 12,403 | 12,916 | 14,206 | 11,657 | |||||||||||||||||||||||||
Income from operations | 5,183 | 8,042 | 6,103 | 3,545 | 6,411 | 2,188 | 1,318 | 1,167 | |||||||||||||||||||||||||
Investment income | 98 | 76 | 65 | 62 | 62 | 95 | 29 | 31 | |||||||||||||||||||||||||
Interest income (expense) | (12 | ) | (12 | ) | (12 | ) | (14 | ) | (14 | ) | 7 | (27 | ) | (22 | ) | ||||||||||||||||||
Other income (expense) | (54 | ) | 37 | (122 | ) | 29 | (41 | ) | (500 | ) | 458 | 109 | |||||||||||||||||||||
Income before income taxes | 5,215 | 8,143 | 6,034 | 3,622 | 6,418 | 1,790 | 1,778 | 1,285 | |||||||||||||||||||||||||
Income tax provision (benefit) | 1,887 | 2,255 | 1,495 | 1,284 | (3,135 | ) | (16 | ) | 208 | 59 | |||||||||||||||||||||||
Net income | $ | 3,328 | $ | 5,888 | $ | 4,539 | $ | 2,338 | $ | 9,553 | $ | 1,806 | $ | 1,570 | $ | 1,226 | |||||||||||||||||
Earnings per share: | |||||||||||||||||||||||||||||||||
Basic | $ | 0.1 | $ | 0.18 | $ | 0.14 | $ | 0.07 | $ | 0.31 | $ | 0.06 | $ | 0.05 | $ | 0.04 | |||||||||||||||||
Diluted | $ | 0.1 | $ | 0.18 | $ | 0.14 | $ | 0.07 | $ | 0.3 | $ | 0.06 | $ | 0.05 | $ | 0.04 | |||||||||||||||||
Weighted average shares outstanding: | |||||||||||||||||||||||||||||||||
Basic | 31,916 | 31,858 | 31,644 | 31,241 | 31,132 | 30,948 | 30,845 | 30,730 | |||||||||||||||||||||||||
Diluted | 32,708 | 32,552 | 32,317 | 31,855 | 31,600 | 31,256 | 31,149 | 31,010 | |||||||||||||||||||||||||
Organization_and_Nature_of_Bus1
Organization and Nature of Business - Additional Information (Detail) (Orencia Royalties from Bristol, USD $) | 1 Months Ended | 12 Months Ended |
Apr. 07, 2008 | Mar. 31, 2008 | |
First $500 million of annual net sales | ' | ' |
Organization And Nature Of Business [Line Items] | ' | ' |
Bristol Settlement agreement, royalty payment rate | 1.80% | 1.80% |
Annual net sales | $500,000,000 | $500,000,000 |
Next $500 million of annual net sales | ' | ' |
Organization And Nature Of Business [Line Items] | ' | ' |
Bristol Settlement agreement, royalty payment rate | 2.00% | 2.00% |
Annual net sales | 500,000,000 | 500,000,000 |
Annual net sales in excess of $1 billion for each year from January 1, 2008 until December 31, 2013 | ' | ' |
Organization And Nature Of Business [Line Items] | ' | ' |
Bristol Settlement agreement, royalty payment rate | 4.00% | 4.00% |
Annual net sales | $1,000,000,000 | $1,000,000,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | ||||||||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2010 | Mar. 31, 2013 | Dec. 31, 2013 | Jan. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Non-Executive Employees | Awards Granted to Executive Level Employees | Non-employee members of Board of Directors | Assets Held under Capital Leases | Novozymes Biopharma DK A/S Sweden Ab | Minimum | Minimum | Orencia Royalties from Bristol | Orencia Royalties from Bristol | Orencia Royalties from Bristol | Qualifying Therapeutic Discovery Project Program | |
Investment | Segment | USD ($) | Milestone Payments | Bio Flash | USD ($) | USD ($) | USD ($) | USD ($) | |||||||||||||||
Investment | EUR (€) | USD ($) | |||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Royalty revenue | $5,032,000 | $6,638,000 | $4,495,000 | $4,522,000 | $9,104,000 | $3,981,000 | $3,865,000 | $3,482,000 | $10,235,194 | $9,573,770 | $20,687,241 | $20,432,348 | ' | ' | ' | ' | ' | ' | ' | $8,769,000 | $17,881,000 | $14,753,000 | ' |
Revenue from sponsored research and development projects | ' | ' | ' | ' | ' | ' | ' | ' | 1,466,000 | 1,102,000 | 1,589,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 733,000 |
Revenue from sponsored research and development projects under agreements with the National Institutes of Health | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 803,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Marketable securities, minimum original maturity term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '90 days | ' | ' | ' | ' | ' |
Long-term marketable securities, minimum original maturity term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' |
Marketable securities, average remaining contractual maturity period | '10 months 15 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 months 15 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of debt securities in unrealized loss positions | 42 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt securities in unrealized loss positions, total unrealized loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt securities in unrealized loss positions, total fair market value | 18,981,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,981,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit risk | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (loss) on investments | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of other assets | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of other liabilities | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, contingent payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' |
Royalty payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55,000 | ' | ' | ' | ' |
Reserves for excess and obsolete inventory | 183,000 | ' | ' | ' | 154,000 | ' | ' | ' | ' | ' | 183,000 | 154,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation expense of property and equipment | ' | ' | ' | ' | ' | ' | ' | ' | 1,117,000 | 1,141,000 | 2,092,000 | 2,492,000 | ' | ' | ' | 82,000 | ' | ' | ' | ' | ' | ' | ' |
Stock options, outstanding | 1,610,988 | ' | ' | ' | 2,315,090 | ' | ' | ' | 2,823,400 | 2,566,450 | 1,610,988 | 2,315,090 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options, weighted average exercise price | $5.07 | ' | ' | ' | $4.20 | ' | ' | ' | $4.05 | $4.08 | $5.07 | $4.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock excluded from calculation of diluted earnings per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,771,100 | 187,000 | 1,296,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of operating segment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill impairment | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization expense | ' | ' | ' | ' | ' | ' | ' | ' | 158,000 | 134,000 | 1,022,000 | 1,017,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected amortization expense in 2014 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected amortization expense in 2015 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected amortization expense in 2016 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected amortization expense in 2017 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected amortization expense in 2018 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected dividend yield | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated forfeiture rates | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | 3.00% | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Investments_in_Debt_Securities
Investments in Debt Securities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Amortized Cost | $34,017,451 | $20,745,938 |
Gross Unrealized Gain | 4,637 | 15,479 |
Gross Unrealized Loss | -9,936 | -1,367 |
Fair Value | 34,012,152 | 20,760,050 |
Marketable securities | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Amortized Cost | 21,792,154 | 10,835,995 |
Gross Unrealized Gain | 4,071 | 9,207 |
Gross Unrealized Loss | -2,675 | -7 |
Fair Value | 21,793,550 | 10,845,195 |
Marketable securities | U.S. Government and agency securities | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Amortized Cost | 8,165,464 | 2,000,897 |
Gross Unrealized Gain | 435 | 353 |
Gross Unrealized Loss | -630 | -7 |
Fair Value | 8,165,269 | 2,001,243 |
Marketable securities | Corporate and other debt securities | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Amortized Cost | 13,626,690 | 8,835,098 |
Gross Unrealized Gain | 3,636 | 8,854 |
Gross Unrealized Loss | -2,045 | ' |
Fair Value | 13,628,281 | 8,843,952 |
Long-term marketable securities | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Amortized Cost | 12,225,297 | 9,909,943 |
Gross Unrealized Gain | 566 | 6,272 |
Gross Unrealized Loss | -7,261 | -1,360 |
Fair Value | 12,218,602 | 9,914,855 |
Long-term marketable securities | U.S. Government and agency securities | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Amortized Cost | 11,599,415 | 5,198,264 |
Gross Unrealized Gain | 466 | 2,747 |
Gross Unrealized Loss | -7,034 | ' |
Fair Value | 11,592,847 | 5,201,011 |
Long-term marketable securities | Corporate and other debt securities | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Amortized Cost | 625,882 | 4,711,679 |
Gross Unrealized Gain | 100 | 3,525 |
Gross Unrealized Loss | -227 | -1,360 |
Fair Value | $625,755 | $4,713,844 |
Contractual_Maturities_of_Debt
Contractual Maturities of Debt Securities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Due in 1 year or less | $21,792,154 | ' |
Due in 1 to 2 years | 12,225,297 | ' |
Available-for-sale Debt Securities, Amortized Cost Basis, Total | 34,017,451 | ' |
Due in 1 year or less | 21,793,550 | ' |
Due in 1 to 2 years | 12,218,602 | ' |
Fair Value | $34,012,152 | $20,760,050 |
Major_Category_of_Assets_Measu
Major Category of Assets Measured at Fair Value on Recurring Basis (Detail) (Fair Value, Measurements, Recurring, USD $) | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' |
Assets | $42,277,241 |
Money market funds | ' |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' |
Assets | 8,265,089 |
U.S. Government and agency securities | ' |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' |
Assets | 19,758,116 |
Corporate and other debt securities | ' |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' |
Assets | 14,254,036 |
Quoted prices in active markets for identical assets (Level 1) | ' |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' |
Assets | 18,057,230 |
Quoted prices in active markets for identical assets (Level 1) | Money market funds | ' |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' |
Assets | 8,265,089 |
Quoted prices in active markets for identical assets (Level 1) | U.S. Government and agency securities | ' |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' |
Assets | 9,792,141 |
Significant other observable inputs (Level 2) | ' |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' |
Assets | 24,220,011 |
Significant other observable inputs (Level 2) | U.S. Government and agency securities | ' |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' |
Assets | 9,965,975 |
Significant other observable inputs (Level 2) | Corporate and other debt securities | ' |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' |
Assets | $14,254,036 |
Roll_Forward_of_Fair_Value_of_
Roll Forward of Fair Value of Contingent Consideration (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Balance at December 31, 2012 | $2,899,076 |
Additions | ' |
Payments | -1,341,339 |
Changes in fair value | 91,191 |
Balance at December 31, 2013 | $1,648,928 |
Schedule_of_Inventories_Detail
Schedule of Inventories (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Inventory [Line Items] | ' | ' |
Raw Materials | $4,557,870 | $4,064,317 |
Work-in-process | 4,285,648 | 4,112,478 |
Finished products | 2,955,120 | 2,966,900 |
Total | $11,798,638 | $11,143,695 |
Estimated_Useful_Life_of_Asset
Estimated Useful Life of Assets (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Leasehold improvements | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated Useful Life | 'Shorter of the term of the lease or estimated useful life |
Equipment | Minimum | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated Useful Life | '3 years |
Equipment | Maximum | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated Useful Life | '8 years |
Furniture and fixtures | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated Useful Life | '3 years |
Reconciliation_of_Basic_and_Di
Reconciliation of Basic and Diluted Shares Amounts (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Numerator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | $3,328,000 | $5,888,000 | $4,539,000 | $2,338,000 | $9,553,000 | $1,806,000 | $1,570,000 | $1,226,000 | ($1,612,625) | $1,987,178 | $16,093,155 | $14,156,037 | ($1,612,625) |
Denominator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic weighted average common shares outstanding | 31,916,000 | 31,858,000 | 31,644,000 | 31,241,000 | 31,132,000 | 30,948,000 | 30,845,000 | 30,730,000 | 30,774,467 | 30,778,430 | 31,667,015 | 30,914,424 | ' |
Weighted average common stock equivalents from assumed exercise of stock options and restricted stock awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | 170,834 | 739,626 | 339,010 | ' |
Diluted weighted average common shares outstanding | 32,708,000 | 32,552,000 | 32,317,000 | 31,855,000 | 31,600,000 | 31,256,000 | 31,149,000 | 31,010,000 | 30,774,467 | 30,949,264 | 32,406,641 | 31,253,434 | ' |
Basic net income (loss) per common share | $0.10 | $0.18 | $0.14 | $0.07 | $0.31 | $0.06 | $0.05 | $0.04 | ($0.05) | $0.06 | $0.51 | $0.46 | ' |
Diluted net income (loss) per common share | $0.10 | $0.18 | $0.14 | $0.07 | $0.30 | $0.06 | $0.05 | $0.04 | ($0.05) | $0.06 | $0.50 | $0.45 | ' |
Percentage_of_Revenue_by_Geogr
Percentage of Revenue by Geographic Area (Detail) (Total Revenue) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Revenues, percentage by country | 100.00% | 100.00% | 100.00% | 100.00% |
United States | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Revenues, percentage by country | 48.00% | 48.00% | 51.00% | 46.00% |
Sweden | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Revenues, percentage by country | 44.00% | 45.00% | 35.00% | 42.00% |
United Kingdom | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Revenues, percentage by country | 3.00% | 4.00% | 12.00% | 9.00% |
Other | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Revenues, percentage by country | 5.00% | 3.00% | 2.00% | 3.00% |
Total_Assets_by_Geographic_Are
Total Assets by Geographic Area (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Asset | $118,644,904 | $97,010,163 |
United States | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Asset | 73,557,001 | 58,356,697 |
Sweden | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Asset | $45,087,903 | $38,653,466 |
Long_Lived_Assets_by_Geographi
Long Lived Assets by Geographic Area (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Long Lived Assets | $32,294,305 | $30,800,712 |
United States | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Long Lived Assets | 19,858,691 | 16,537,804 |
Sweden | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Long Lived Assets | $12,435,614 | $14,262,908 |
Percentage_of_Revenue_from_Sig
Percentage of Revenue from Significant Customers (Detail) (Sales) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | |
Orencia Royalties from Bristol | ' | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' |
Concentration risk percentage | 37.00% | 37.00% | 27.00% | 24.00% |
Bioprocessing Customer A | ' | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' |
Concentration risk percentage | 44.00% | 45.00% | 35.00% | 42.00% |
Bioprocessing Customer B | ' | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' |
Concentration risk percentage | 5.00% | 5.00% | 12.00% | 10.00% |
Bioprocessing Customer C | ' | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' |
Concentration risk percentage | ' | ' | 13.00% | 10.00% |
Percentage_of_Accounts_Receiva
Percentage of Accounts Receivable by Significant Customers (Detail) (Accounts Receivable) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Orencia Royalties from Bristol | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Accounts receivable, percentage by customer | 42.00% | 31.00% |
Bioprocessing Customer A | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Accounts receivable, percentage by customer | 17.00% | 21.00% |
Bioprocessing Customer C | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Accounts receivable, percentage by customer | 8.00% | 5.00% |
Tenant improvement allowance due from landlord | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Accounts receivable, percentage by customer | 15.00% | ' |
Pfizer | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Accounts receivable, percentage by customer | ' | 38.00% |
Intangible_Assets_Detail
Intangible Assets (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | $8,592,434 | $8,565,112 |
Accumulated Amortization | -2,404,802 | -1,383,100 |
Weighted Average Useful Life (in years) | '8 years | '8 years |
Technology - developed | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 1,455,382 | 1,452,729 |
Accumulated Amortization | -537,589 | -360,748 |
Weighted Average Useful Life (in years) | '8 years | '8 years |
Patents | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 240,000 | 240,000 |
Accumulated Amortization | -117,500 | -87,500 |
Weighted Average Useful Life (in years) | '8 years | '8 years |
Customer relationships | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 6,897,052 | 6,872,383 |
Accumulated Amortization | ($1,749,713) | ($934,852) |
Weighted Average Useful Life (in years) | '8 years | '8 years |
Income_from_Operations_Before_
Income from Operations Before Income Taxes (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule of Income Before Income Tax [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Domestic | ' | ' | ' | ' | ' | ' | ' | ' | ($1,845,024) | ' | $12,782,598 | $11,175,638 |
Foreign | ' | ' | ' | ' | ' | ' | ' | ' | 248,143 | ' | 10,231,223 | 95,768 |
Income (loss) before income taxes | $5,215,000 | $8,143,000 | $6,034,000 | $3,622,000 | $6,418,000 | $1,790,000 | $1,778,000 | $1,285,000 | ($1,596,881) | $1,987,178 | $23,013,821 | $11,271,406 |
Current_and_Deferred_Income_Ta
Current and Deferred Income Taxes (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,123,752 | $312,630 |
Deferred | ' | ' | ' | ' | ' | ' | ' | ' | 15,744 | 2,796,914 | -3,197,261 |
Provision (benefit) for income taxes | $1,887,000 | $2,255,000 | $1,495,000 | $1,284,000 | ($3,135,000) | ($16,000) | $208,000 | $59,000 | $15,744 | $6,920,666 | ($2,884,631) |
Provision_for_Income_Taxes_by_
Provision for Income Taxes by Jurisdiction (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Federal | ' | ' | ' | ' | ' | ' | ' | ' | $48,000 | $3,322,032 | ($2,915,673) |
State | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,305,388 | 115,307 |
Foreign | ' | ' | ' | ' | ' | ' | ' | ' | -32,256 | 2,293,245 | -84,265 |
Provision (benefit) for income taxes | $1,887,000 | $2,255,000 | $1,495,000 | $1,284,000 | ($3,135,000) | ($16,000) | $208,000 | $59,000 | $15,744 | $6,920,666 | ($2,884,631) |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Line Items] | ' | ' | ' |
Deferred tax assets from share-based payments | ' | $1,580,000 | ' |
Valuation allowance increase (decrease) | 73,000 | -1,736,000 | -10,169,000 |
Cumulative pre-tax income position, Year | ' | ' | '3 years |
Reversed of deferred tax asset valuation allowance | ' | ' | 3,021,000 |
Tax years undergoing audit | ' | 'March 31, 2008 through 2011 | ' |
Provision for open audit matters,impact of interest, penalties and other factors | ' | 800,000 | ' |
Impact of unrecognized tax benefits on effective tax rate | ' | 586,000 | ' |
Interest and penalties related to uncertain tax positions | ' | 238,000 | ' |
Earnings of foreign subsidiaries permanently reinvest outside the U.S | ' | 8,405,000 | ' |
ImClone | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Litigation settlements | ' | 40,000,000 | ' |
Orencia Royalties from Bristol | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Litigation settlements | ' | 5,000,000 | ' |
Including potential penalties | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Future tax assessments loss | ' | 856,000 | ' |
Research and Development Credit | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Future tax assessments loss | ' | 713,000 | ' |
Maximum | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Net operating loss and business tax credit carry forwards expiration date | ' | 'At various dates through December 2031 | ' |
Future tax assessments loss | ' | 1,383,000 | ' |
Maximum | Including potential penalties | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Future tax assessments loss | ' | 1,659,000 | ' |
Available to Reduce Future Federal Income Taxes | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Net operating loss carry forwards | ' | 37,633,000 | ' |
Business tax credit carry forwards | ' | 1,520,000 | 2,160,000 |
Reserves for business tax credits | ' | $1,117,000 | ' |
Consolidated_Deferred_Tax_Asse
Consolidated Deferred Tax Assets or Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets: | ' | ' |
Temporary timing differences | $3,018,000 | $4,152,000 |
Net operating loss carryforwards | 12,264,000 | 15,041,000 |
Tax business credits carryforwards | 1,520,000 | 2,160,000 |
Total deferred tax assets | 16,802,000 | 21,353,000 |
Valuation allowance | -16,571,000 | -18,307,000 |
Net deferred tax assets | 231,000 | 3,046,000 |
Deferred tax liabilities: | ' | ' |
Goodwill | -44,000 | -72,000 |
Acquired intangibles | ' | ' |
Net deferred tax assets (liabilities) | $187,000 | $2,974,000 |
Reconciliation_of_Federal_Stat
Reconciliation of Federal Statutory Rate to Effective Income Tax Rate (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Rate Reconciliation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income (loss) before income taxes | $5,215,000 | $8,143,000 | $6,034,000 | $3,622,000 | $6,418,000 | $1,790,000 | $1,778,000 | $1,285,000 | ($1,596,881) | $1,987,178 | $23,013,821 | $11,271,406 |
Expected tax (recovery) at statutory rate | ' | ' | ' | ' | ' | ' | ' | ' | -542,939 | ' | 7,824,699 | 3,944,996 |
Adjustments due to: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Difference between U.S. and foreign tax | ' | ' | ' | ' | ' | ' | ' | ' | -19,287 | ' | -1,227,747 | -8,332 |
State income and franchise taxes | ' | ' | ' | ' | ' | ' | ' | ' | 52,905 | ' | 1,121,821 | 357,866 |
Business tax credits | ' | ' | ' | ' | ' | ' | ' | ' | -68,926 | ' | -74,999 | -67,276 |
Transaction costs | ' | ' | ' | ' | ' | ' | ' | ' | 240,842 | ' | ' | ' |
Gain on bargain purchase | ' | ' | ' | ' | ' | ' | ' | ' | -112,427 | ' | ' | -82,422 |
Permanent differences | ' | ' | ' | ' | ' | ' | ' | ' | 218,989 | ' | -298,185 | 242,629 |
Change in valuation allowance | ' | ' | ' | ' | ' | ' | ' | ' | 246,587 | ' | -508,629 | -7,272,092 |
Other | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 83,706 | ' |
Provision (benefit) for income taxes | $1,887,000 | $2,255,000 | $1,495,000 | $1,284,000 | ($3,135,000) | ($16,000) | $208,000 | $59,000 | $15,744 | ' | $6,920,666 | ($2,884,631) |
Expected tax (recovery) at statutory rate | ' | ' | ' | ' | ' | ' | ' | ' | -34.00% | ' | 34.00% | 35.00% |
Adjustments due to: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Difference between U.S. and foreign tax | ' | ' | ' | ' | ' | ' | ' | ' | -1.20% | ' | -5.30% | -0.10% |
State income and franchise taxes | ' | ' | ' | ' | ' | ' | ' | ' | 3.30% | ' | 4.90% | 3.20% |
Business tax credits | ' | ' | ' | ' | ' | ' | ' | ' | -4.30% | ' | -0.30% | -0.60% |
Transaction costs | ' | ' | ' | ' | ' | ' | ' | ' | 15.10% | ' | 0.00% | 0.00% |
Gain on bargain purchase | ' | ' | ' | ' | ' | ' | ' | ' | -7.00% | ' | 0.00% | -0.70% |
Permanent differences | ' | ' | ' | ' | ' | ' | ' | ' | 13.70% | ' | -1.30% | 2.10% |
Change in valuation allowance | ' | ' | ' | ' | ' | ' | ' | ' | 15.40% | ' | -2.21% | -64.50% |
Other | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | 0.40% | 0.00% |
Provision (benefit) for income taxes | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | 30.10% | -25.60% |
Reconciliation_of_Unrecognized
Reconciliation of Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ' |
Unrecognized tax benefits at January 1, 2013 | ' |
Gross increases - tax positions in prior period | 1,637,936 |
Gross increases - tax positions in current period | 37,249 |
Unrecognized tax benefits at December 31, 2013 | $1,675,185 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 30, 2007 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stockholders Equity Note Disclosure [Line Items] | ' | ' | ' | ' | ' |
Common stock, shares reserved | ' | ' | ' | 2,790,204 | ' |
Common stock, shares purchased through issuance of warrants | 150,000 | ' | ' | ' | ' |
Common stock, shares purchased through issuance of warrants per share | $0.01 | ' | ' | ' | ' |
Warrant term | '7 years | ' | ' | ' | ' |
Stock-based compensation expense | ' | $730,136 | $748,235 | $1,059,806 | $1,024,152 |
Stock options outstanding | ' | 2,823,400 | 2,566,450 | 1,610,988 | 2,315,090 |
Closing price of common stock | ' | ' | ' | $13.64 | ' |
Aggregate intrinsic value of stock options exercised | ' | 8,000 | ' | 3,723,000 | 1,384,000 |
Weighted average grant date fair value of share-based awards granted | ' | ' | ' | $4.31 | $3.62 |
Total fair value of stock options vested | ' | 804,000 | 817,000 | 991,000 | 931,000 |
Total unrecognized compensation cost | ' | ' | ' | $1,908,109 | ' |
Unrecognized compensation cost, weighted average remaining requisite service period | ' | ' | ' | '3 years 2 months 9 days | ' |
Number of unvested options | ' | ' | ' | 687,293 | ' |
2012 Plan | ' | ' | ' | ' | ' |
Stockholders Equity Note Disclosure [Line Items] | ' | ' | ' | ' | ' |
Number of shares available for future grant | ' | ' | ' | 1,179,216 | ' |
Unvested Options | ' | ' | ' | ' | ' |
Stockholders Equity Note Disclosure [Line Items] | ' | ' | ' | ' | ' |
Incentive options, vesting period | ' | ' | ' | '5 years | ' |
Employee Stock Option | Minimum | ' | ' | ' | ' | ' |
Stockholders Equity Note Disclosure [Line Items] | ' | ' | ' | ' | ' |
Incentive options, vesting period | ' | ' | ' | ' | '4 years |
Incentive options, vesting on the first anniversary of the date of grant | ' | ' | ' | ' | 20.00% |
Employee Stock Option | Maximum | ' | ' | ' | ' | ' |
Stockholders Equity Note Disclosure [Line Items] | ' | ' | ' | ' | ' |
Incentive options, vesting period | ' | ' | ' | ' | '5 years |
Incentive options, vesting on the first anniversary of the date of grant | ' | ' | ' | ' | 25.00% |
Incentive options, term | ' | ' | ' | ' | '10 years |
Non-Employee Directors and Consultants | ' | ' | ' | ' | ' |
Stockholders Equity Note Disclosure [Line Items] | ' | ' | ' | ' | ' |
Incentive options, vesting period | ' | ' | ' | ' | '1 year |
StockBased_Compensation_Expens
Stock-Based Compensation Expense (Detail) (USD $) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $730,000 | $748,000 | $1,060,000 | $1,024,000 |
Cost of product revenue | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 35,000 | 38,000 | 74,000 | 45,000 |
Research and development | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 191,000 | 164,000 | 97,000 | 219,000 |
Selling, general and administrative | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $504,000 | $546,000 | $889,000 | $760,000 |
Estimated_Weighted_Average_Ass
Estimated Weighted Average Assumptions (Detail) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected term (years) | '6 years 6 months | '6 years 6 months | '6 years 6 months | '6 years 6 months |
Volatility, minimum | 53.09% | 57.58% | 51.39% | 49.76% |
Volatility, maximum | 55.76% | 63.60% | 53.63% | 53.54% |
Risk-free interest rate, minimum | 1.25% | 1.81% | 1.09% | 0.89% |
Risk-free interest rate, maximum | 2.38% | 2.62% | 2.08% | 1.06% |
Expected dividend yield | ' | ' | ' | ' |
Summary_of_Information_Regardi
Summary of Information Regarding Option Activity (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2010 | ||
Options Outstanding | ' | ' | ' | |
Options outstanding at December 31, 2012 | 2,315,090 | 2,823,400 | 2,566,450 | |
Granted | 567,052 | ' | ' | |
Exercised | -927,654 | ' | ' | |
Forfeited/cancelled | -343,500 | ' | ' | |
Options outstanding at December 31, 2013 | 1,610,988 | 2,823,400 | 2,566,450 | |
Options exercisable at December 31, 2013 | 831,078 | ' | ' | |
Vested and expected to vest at December 31, 2013 | 1,518,371 | [1] | ' | ' |
Weighted-Average Exercise Price Per Share | ' | ' | ' | |
Options outstanding at December 31, 2012 | $4.20 | $4.05 | $4.08 | |
Granted | $7.24 | ' | ' | |
Exercised | $4.39 | ' | ' | |
Forfeited/cancelled | $4.67 | ' | ' | |
Options outstanding at December 31, 2013 | $5.07 | $4.05 | $4.08 | |
Options exercisable at December 31, 2013 | $4.13 | ' | ' | |
Vested and expected to vest at December 31, 2013 | $4.98 | [1] | ' | ' |
Weighted-Average Remaining Contractual Term (in years) | ' | ' | ' | |
Options outstanding at December 31, 2013 | '6 years 4 months 28 days | ' | ' | |
Options exercisable at December 31, 2013 | '4 years 4 months 2 days | ' | ' | |
Vested and expected to vest at December 31, 2013 | '6 years 3 months 15 days | [1] | ' | ' |
Aggregate Intrinsic Value | ' | ' | ' | |
Options outstanding at December 31, 2013 | $13,812,307 | ' | ' | |
Options exercisable at December 31, 2013 | 7,905,877 | ' | ' | |
Vested and expected to vest at December 31, 2013 | $13,149,147 | [1] | ' | ' |
[1] | This represents the number of vested options as of December 31, 2013 plus the number of unvested options expected to vest as of December 31, 2013 based on the unvested outstanding options at December 31, 2013 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_Information_Regardi1
Summary of Information Regarding Option Activity (Parenthetical) (Detail) | Dec. 31, 2013 |
Awards Granted to Non-Executive Level Employees | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Estimated forfeiture rates | 8.00% |
Awards Granted to Executive Level Employees | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Estimated forfeiture rates | 3.00% |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2011 | Mar. 31, 2008 | Mar. 31, 2007 | Mar. 31, 2001 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2010 | Mar. 31, 2011 | Mar. 31, 2010 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | |
Building | sqft | sqft | sqft | sqft | Licensing Agreements | Licensing Agreements | Licensing Agreements | Licensing Agreements | Licensing Agreements | Licensing Agreements | Licensing Agreements | Licensing Agreements | Lease for three buildings | Lease for the fourth building | ||||||||||||
sqft | License Fees | Sub License Fees | Sub License Fees | Milestone Payable | sqft | sqft | ||||||||||||||||||||
Commitments and Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease agreement, term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '11 years | '2 years | '5 years | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease agreement, space | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,000 | ' | 56,000 | 7,350 | 2,500 | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | 41,000 | 4,000 |
Lease agreement, expiration date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-May-23 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Jun-17 | 30-Sep-19 |
Lease agreement, letter of credit issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease agreement, number buildings leased | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating leases, rent expense | ' | ' | ' | ' | ' | ' | ' | ' | 528,000 | 510,000 | 2,437,000 | 2,183,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating leases, deferred rent liabilities | 2,028,000 | ' | ' | ' | 329,000 | ' | ' | ' | ' | ' | 2,028,000 | 329,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research and development expenses | 1,422,000 | 1,430,000 | 2,306,000 | 2,183,000 | 2,343,000 | 2,433,000 | 2,906,000 | 2,808,000 | 9,461,960 | 8,744,548 | 7,340,698 | 10,489,811 | ' | ' | ' | ' | 525,000 | 343,000 | 302,000 | 55,000 | 500,000 | 65,000 | 175,000 | 500,000 | ' | ' |
Purchase orders, supply agreements and other contractual obligations | $2,326,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,326,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Obligations_Under_Non_Cancelab
Obligations Under Non Cancelable Operating Leases (Detail) (USD $) | Dec. 31, 2013 |
Schedule of Operating Leases [Line Items] | ' |
31-Dec-14 | $2,273,000 |
31-Dec-15 | 2,273,000 |
31-Dec-16 | 2,273,000 |
31-Dec-17 | 1,682,000 |
31-Dec-18 | 1,090,000 |
Thereafter | 4,525,000 |
Minimum lease payments | $14,116,000 |
Prepaid_Expenses_and_Other_Cur2
Prepaid Expenses and Other Current Assets (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Prepaid Expenses And Other Current Assets [Line Items] | ' | ' |
Equipment maintenance and services | $521,772 | $747,273 |
Prepaid insurance | 344,698 | 365,167 |
Interest receivable | 214,902 | 140,363 |
Taxes | 135,102 | ' |
Clinical and research expenses | ' | 15,354 |
Other | 33,350 | 36,730 |
Total | $1,249,824 | $1,304,887 |
Schedule_of_Accrued_Liabilitie
Schedule of Accrued Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Accrued Liabilities [Line Items] | ' | ' |
Employee compensation | $3,166,086 | $3,634,839 |
Taxes | 2,324,711 | ' |
Royalty and license fees | 1,897,473 | 1,459,680 |
Contingent consideration | 1,195,248 | 1,376,877 |
Professional fees | 385,478 | 418,800 |
VAT liabilities | 7,591 | 98,162 |
Unearned revenue | 3,341 | 599,120 |
Research and development | ' | 18,300 |
Other accrued expenses | 599,784 | 692,212 |
Total | $9,579,712 | $8,297,990 |
Employee_Benefit_Plans_Additio
Employee Benefit Plans - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | |
Minimum | ' | ' | ' | ' |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ' | ' | ' | ' |
Defined contribution plan, eligible age of employees | ' | ' | 21 | ' |
Defined Contribution 401 K Plan | ' | ' | ' | ' |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ' | ' | ' | ' |
Defined contribution plan, company contribution | $102,000 | $108,000 | $92,000 | $103,000 |
Pension Plans, Defined Benefit | Sweden | ' | ' | ' | ' |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ' | ' | ' | ' |
Defined contribution plan, company contribution | $10,000 | ' | $457,000 | $532,000 |
Royalty_Arrangement_with_Brist1
Royalty Arrangement with Bristol Myers Squibb Company - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 07, 2008 | Mar. 31, 2008 | Apr. 07, 2008 | Mar. 31, 2008 | Apr. 07, 2008 | Mar. 31, 2008 | |
Orencia Royalties from Bristol | Orencia Royalties from Bristol | Orencia Royalties from Bristol | Orencia Royalties from Bristol | Orencia Royalties from Bristol | Orencia Royalties from Bristol | Orencia Royalties from Bristol | Orencia Royalties from Bristol | Orencia Royalties from Bristol | Orencia Royalties from Bristol | |||||||||||||
First $500 million of annual net sales | First $500 million of annual net sales | Next $500 million of annual net sales | Next $500 million of annual net sales | Annual net sales in excess of $1 billion for each year from January 1, 2008 until December 31, 2013 | Annual net sales in excess of $1 billion for each year from January 1, 2008 until December 31, 2013 | |||||||||||||||||
Legal Settlement By Party [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Bristol Settlement agreement, royalty payment rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.80% | 1.80% | 2.00% | 2.00% | 4.00% | 4.00% |
Annual net sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $500,000,000 | $500,000,000 | $500,000,000 | $500,000,000 | $1,000,000,000 | $1,000,000,000 |
Royalty revenue recognized | 5,032,000 | 6,638,000 | 4,495,000 | 4,522,000 | 9,104,000 | 3,981,000 | 3,865,000 | 3,482,000 | 10,235,194 | 9,573,770 | 20,687,241 | 20,432,348 | 8,769,000 | 7,739,000 | 17,881,000 | 14,753,000 | ' | ' | ' | ' | ' | ' |
Percentage royalty revenue paid to University of Michigan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' |
Royalty expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,315,000 | $1,161,000 | $2,682,000 | $2,213,000 | ' | ' | ' | ' | ' | ' |
License_Agreements_Additional_
License Agreements - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||
Apr. 30, 2007 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Pfizer Incorporation | Pfizer Incorporation | Pfizer Incorporation | Pfizer Incorporation | Pfizer Incorporation | Pfizer Incorporation | Pfizer Incorporation | Pfizer Incorporation | Pfizer Incorporation | Pfizer Incorporation | Scripps Research Institute | ||
Nonsoftware License Arrangement | Nonsoftware License Arrangement | Nonsoftware License Arrangement | Nonsoftware License Arrangement | Nonsoftware License Arrangement | Nonsoftware License Arrangement | Nonsoftware License Arrangement | Nonsoftware License Arrangement | Nonsoftware License Arrangement | Nonsoftware License Arrangement | Licensing Agreements | ||
Allocated Based on Selling Price of Deliverables | Transitional Services | Completion of Second Cohort Clinical Trial | Clinical Trial Material | Up-front Payment Arrangement | Clinical Milestone Events | First Commercial Sale Milestone Events | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment received under license agreement | ' | ' | ' | ' | ' | ' | ' | ' | $5,000,000 | ' | ' | ' |
Milestone Payment | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total future milestone receivable | ' | ' | ' | 64,000,000 | ' | ' | ' | ' | ' | 29,000,000 | 35,000,000 | ' |
License agreement, revenue recognized | ' | ' | 4,876,000 | ' | 124,000 | 76,000 | 35,000 | 13,000 | ' | ' | ' | ' |
Estimated selling price used to allocate consideration | ' | ' | ' | ' | ' | 600,000 | 275,000 | 105,000 | ' | ' | ' | ' |
License Agreement, initial license fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 |
Total future milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,300,000 |
Common stock, shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 87,464 |
Common stock, shares issued value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $300,000 |
Common stock, shares purchased through issuance of warrants | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 |
Warrant term | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years |
Subsequent_Event_Additional_In
Subsequent Event - Additional Information (Detail) (Subsequent Event, BioMarin Pharmaceutical, Incorporated, USD $) | 1 Months Ended |
In Millions, unless otherwise specified | Jan. 31, 2014 |
Subsequent Event [Line Items] | ' |
Total future milestone receivable | $160 |
Up-front Payment Arrangement | ' |
Subsequent Event [Line Items] | ' |
Payment receivable under license agreement | $2 |
Consolidated_Statements_of_Ope1
Consolidated Statements of Operations Information for Each of Previous Eight Quarters (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Revenue: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product revenue | $10,350,000 | $12,184,000 | $13,014,000 | $11,934,000 | $9,710,000 | $11,123,000 | $11,659,000 | $9,342,000 | $13,215,053 | $11,810,869 | $47,482,382 | $41,834,188 | ' |
Royalty and other revenue | 5,032,000 | 6,638,000 | 4,495,000 | 4,522,000 | 9,104,000 | 3,981,000 | 3,865,000 | 3,482,000 | 10,235,194 | 9,573,770 | 20,687,241 | 20,432,348 | ' |
Total revenue | 15,382,000 | 18,822,000 | 17,509,000 | 16,456,000 | 18,814,000 | 15,104,000 | 15,524,000 | 12,824,000 | 23,450,247 | 21,384,639 | 68,169,623 | 62,266,536 | ' |
Operating expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost of product revenue | 4,627,000 | 5,659,000 | 5,298,000 | 6,897,000 | 5,920,000 | 6,419,000 | 7,345,000 | 5,273,000 | 5,157,135 | 4,186,670 | 22,481,122 | 24,957,243 | ' |
Cost of royalty and other revenue | 738,000 | 724,000 | 643,000 | 577,000 | 620,000 | 594,000 | 537,000 | 462,000 | 1,315,315 | 1,160,775 | 2,682,177 | 2,213,004 | ' |
Research and development | 1,422,000 | 1,430,000 | 2,306,000 | 2,183,000 | 2,343,000 | 2,433,000 | 2,906,000 | 2,808,000 | 9,461,960 | 8,744,548 | 7,340,698 | 10,489,811 | ' |
Selling, general and administrative | 3,367,000 | 2,902,000 | 3,124,000 | 3,308,000 | 3,253,000 | 3,126,000 | 3,418,000 | 3,428,000 | 9,050,382 | 5,580,215 | 12,701,195 | 13,226,732 | ' |
Contingent consideration - fair value adjustments | 45,000 | 65,000 | 35,000 | -54,000 | 267,000 | 344,000 | ' | ' | ' | ' | 91,191 | 610,877 | ' |
Gain on bargain purchase | ' | ' | ' | ' | ' | ' | ' | -314,000 | -427,478 | ' | ' | -314,244 | ' |
Total operating expenses | 10,199,000 | 10,780,000 | 11,406,000 | 12,911,000 | 12,403,000 | 12,916,000 | 14,206,000 | 11,657,000 | 24,557,314 | 19,672,208 | 45,296,383 | 51,183,423 | ' |
Income from operations | 5,183,000 | 8,042,000 | 6,103,000 | 3,545,000 | 6,411,000 | 2,188,000 | 1,318,000 | 1,167,000 | -1,107,067 | 1,712,431 | 22,873,240 | 11,083,113 | ' |
Investment income | 98,000 | 76,000 | 65,000 | 62,000 | 62,000 | 95,000 | 29,000 | 31,000 | ' | ' | ' | ' | ' |
Interest income (expense) | -12,000 | -12,000 | -12,000 | -14,000 | -14,000 | 7,000 | -27,000 | -22,000 | ' | ' | ' | ' | ' |
Other income (expense) | -54,000 | 37,000 | -122,000 | 29,000 | -41,000 | -500,000 | 458,000 | 109,000 | -623,094 | ' | -110,648 | 26,403 | ' |
Income (loss) before income taxes | 5,215,000 | 8,143,000 | 6,034,000 | 3,622,000 | 6,418,000 | 1,790,000 | 1,778,000 | 1,285,000 | -1,596,881 | 1,987,178 | 23,013,821 | 11,271,406 | ' |
Income tax provision (benefit) | 1,887,000 | 2,255,000 | 1,495,000 | 1,284,000 | -3,135,000 | -16,000 | 208,000 | 59,000 | 15,744 | ' | 6,920,666 | -2,884,631 | ' |
Net income | $3,328,000 | $5,888,000 | $4,539,000 | $2,338,000 | $9,553,000 | $1,806,000 | $1,570,000 | $1,226,000 | ($1,612,625) | $1,987,178 | $16,093,155 | $14,156,037 | ($1,612,625) |
Earnings per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic | $0.10 | $0.18 | $0.14 | $0.07 | $0.31 | $0.06 | $0.05 | $0.04 | ($0.05) | $0.06 | $0.51 | $0.46 | ' |
Diluted | $0.10 | $0.18 | $0.14 | $0.07 | $0.30 | $0.06 | $0.05 | $0.04 | ($0.05) | $0.06 | $0.50 | $0.45 | ' |
Weighted average shares outstanding: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic | 31,916,000 | 31,858,000 | 31,644,000 | 31,241,000 | 31,132,000 | 30,948,000 | 30,845,000 | 30,730,000 | 30,774,467 | 30,778,430 | 31,667,015 | 30,914,424 | ' |
Diluted | 32,708,000 | 32,552,000 | 32,317,000 | 31,855,000 | 31,600,000 | 31,256,000 | 31,149,000 | 31,010,000 | 30,774,467 | 30,949,264 | 32,406,641 | 31,253,434 | ' |