Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 17, 2017 | Jun. 30, 2016 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | RGEN | ||
Entity Registrant Name | REPLIGEN CORP | ||
Entity Central Index Key | 730,272 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 33,845,474 | ||
Entity Public Float | $ 915,057,854 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 122,233 | $ 54,092 |
Marketable securities | 19,547 | 17,682 |
Accounts receivable, less reserve for doubtful accounts of $23 and $31, respectively | 15,194 | 11,300 |
Royalties and other receivables | 839 | 82 |
Inventories, net | 24,696 | 17,998 |
Prepaid expenses and other current assets | 1,644 | 2,098 |
Total current assets | 184,153 | 103,252 |
Property, plant and equipment, net | 14,956 | 13,801 |
Long-term marketable securities | 0 | 1,633 |
Intangible assets, net | 29,806 | 12,755 |
Goodwill | 59,548 | 14,346 |
Restricted cash | 450 | 450 |
Total assets | 288,913 | 146,237 |
Current liabilities: | ||
Accounts payable | 5,061 | 6,724 |
Accrued liabilities | 16,014 | 12,057 |
Total current liabilities | 21,075 | 18,781 |
Convertible senior notes, net | 95,272 | |
Other long-term liabilities | 3,802 | 4,708 |
Commitments and contingencies (Note 6) | ||
Stockholders' equity: | ||
Preferred stock, $.01 par value, 5,000,000 shares authorized, no shares issued or outstanding | ||
Common stock, $.01 par value, 80,000,000 shares authorized, 33,844,074 shares at December 31, 2016 and 32,949,353 shares at December 31, 2015 issued and outstanding | 338 | 329 |
Additional paid-in capital | 242,036 | 202,527 |
Accumulated other comprehensive loss | (13,749) | (8,566) |
Accumulated deficit | (59,861) | (71,542) |
Total stockholders' equity | 168,764 | 122,748 |
Total liabilities and stockholders' equity | $ 288,913 | $ 146,237 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts receivable, reserve for doubtful accounts | $ 23 | $ 31 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 33,844,074 | 32,949,353 |
Common stock, shares outstanding | 33,844,074 | 32,949,353 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | |||
Product revenue | $ 104,441 | $ 83,537 | $ 60,431 |
Royalty and other revenue | 100 | 3,117 | |
Total revenue | 104,541 | 83,537 | 63,548 |
Operating expenses: | |||
Cost of product revenue | 47,117 | 35,251 | 28,022 |
Cost of royalty and other revenue | 0 | 0 | 0 |
Research and development | 7,355 | 5,740 | 5,609 |
Selling, general and administrative | 30,853 | 24,699 | 17,154 |
Contingent consideration - fair value adjustments | 3,242 | 4,083 | 2,072 |
Total operating expenses | 88,567 | 69,773 | 52,857 |
Income from operations | 15,974 | 13,764 | 10,691 |
Investment income | 346 | 136 | 309 |
Interest expense | (3,768) | (32) | (50) |
Other income (expense) | (860) | (445) | 188 |
Income before income taxes | 11,692 | 13,423 | 11,138 |
Income tax provision | 11 | 4,078 | 2,968 |
Net income | $ 11,681 | $ 9,345 | $ 8,170 |
Earnings per share: | |||
Basic | $ 0.35 | $ 0.28 | $ 0.25 |
Diluted | $ 0.34 | $ 0.28 | $ 0.25 |
Weighted average shares outstanding: | |||
Basic | 33,572,883 | 32,881,940 | 32,497,657 |
Diluted | 34,098,898 | 33,577,091 | 33,263,667 |
Other comprehensive income: | |||
Unrealized gain (loss) on investments | $ 6 | $ 22 | $ (28) |
Foreign currency translation loss | (5,189) | (2,815) | (7,743) |
Comprehensive income | $ 6,498 | $ 6,552 | $ 399 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance (in shares) at Dec. 31, 2013 | 31,195,041 | ||||
Balance at Dec. 31, 2013 | $ 84,124 | $ 312 | $ 187,051 | $ 1,911 | $ (105,150) |
Net income | 8,170 | 8,170 | |||
Unrealized gain (loss) on investments | (28) | (28) | |||
Foreign currency translation adjustment, net | (7,743) | (7,743) | |||
Share-based compensation expense | 1,766 | 1,766 | |||
Shares issued in acquisition (in shares) | 215,285 | ||||
Shares issued in acquisition | 4,000 | $ 2 | 3,998 | ||
Exercise of stock options and vesting of restricted stock | 1,681 | $ 7 | 1,674 | ||
Exercise of stock options and vesting of restricted stock (in shares) | 633,348 | ||||
Balance (in shares) at Dec. 31, 2014 | 32,774,374 | ||||
Balance at Dec. 31, 2014 | 111,732 | $ 328 | 198,064 | (5,773) | (80,887) |
Net income | 9,345 | 9,345 | |||
Unrealized gain (loss) on investments | 22 | 22 | |||
Foreign currency translation adjustment, net | (2,815) | (2,815) | |||
Share-based compensation expense | 3,598 | 3,598 | |||
Exercise of stock options and vesting of restricted stock | 866 | $ 1 | 865 | ||
Exercise of stock options and vesting of restricted stock (in shares) | 174,979 | ||||
Balance (in shares) at Dec. 31, 2015 | 32,949,353 | ||||
Balance at Dec. 31, 2015 | 122,748 | $ 329 | 202,527 | (8,566) | (71,542) |
Net income | 11,681 | 11,681 | |||
Unrealized gain (loss) on investments | 6 | 6 | |||
Foreign currency translation adjustment, net | (5,189) | (5,189) | |||
Share-based compensation expense | 4,595 | 4,595 | |||
Shares issued in acquisition (in shares) | 538,700 | ||||
Shares issued in acquisition | 14,135 | $ 5 | 14,130 | ||
Payment of contingent consideration in stock | 875 | 875 | |||
Payment of contingent consideration in stock (in shares) | 34,803 | ||||
Conversion option of convertible notes, net of issuance costs of $639,000 | 18,072 | 18,072 | |||
Exercise of stock options and vesting of restricted stock | 1,841 | $ 4 | 1,837 | ||
Exercise of stock options and vesting of restricted stock (in shares) | 321,218 | ||||
Balance (in shares) at Dec. 31, 2016 | 33,844,074 | ||||
Balance at Dec. 31, 2016 | $ 168,764 | $ 338 | $ 242,036 | $ (13,749) | $ (59,861) |
CONSOLIDATED STATEMENTS OF STO6
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Conversion option of convertible notes, issuance costs | $ 639 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net income | $ 11,681 | $ 9,345 | $ 8,170 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 5,334 | 4,594 | 4,020 |
Non-cash interest expense | 2,274 | ||
Stock-based compensation expense | 4,595 | 3,598 | 1,766 |
Deferred tax expense (benefit) | (4,092) | (118) | 295 |
Loss on revaluation of contingent consideration | 3,242 | 4,083 | 2,072 |
Gain on sale of fixed assets | (15) | ||
Loss on disposal of assets | 7 | 1 | 35 |
Changes in assets and liabilities: | |||
Accounts receivable | (3,222) | (3,729) | (1,597) |
Royalties and other receivables | (652) | 158 | 6,557 |
Inventories | (6,163) | (6,149) | (860) |
Prepaid expenses and other current assets | 612 | (277) | (820) |
Accounts payable | (1,802) | 3,024 | 2,288 |
Accrued liabilities | (4,038) | (1,592) | (2,489) |
Long-term liabilities | (240) | 2,115 | (1,036) |
Net cash provided by operating activities | 7,521 | 15,053 | 18,401 |
Cash flows from investing activities: | |||
Purchases of marketable securities | (23,700) | (20,168) | (27,508) |
Redemptions of marketable securities | 23,400 | 27,587 | 34,804 |
Acquisition of assets of Refine Technology, LLC | (21,236) | ||
Increase of restricted cash | (250) | ||
Proceeds from sale of fixed assets | 45 | ||
Purchases of property, plant and equipment | (4,325) | (2,628) | (5,602) |
Net cash provided by (used in) investing activities | (49,194) | 4,791 | (19,792) |
Cash flows from financing activities: | |||
Proceeds from issuance of senior convertible notes, net of issuance costs | 111,070 | ||
Exercise of stock options | 1,841 | 866 | 1,680 |
Payments of contingent consideration | (798) | (99) | |
Net cash provided by financing activities | 112,113 | 767 | 1,680 |
Effect of exchange rate changes on cash and cash equivalents | (2,299) | (1,882) | (4,756) |
Net increase (decrease) in cash and cash equivalents | 68,141 | 18,729 | (4,467) |
Cash and cash equivalents, beginning of period | 54,092 | 35,363 | 39,830 |
Cash and cash equivalents, end of period | 122,233 | 54,092 | 35,363 |
Supplemental information: | |||
Income taxes paid | 3,993 | $ 4,948 | $ 2,547 |
Payment of contingent consideration in common stock | 875 | ||
Common stock tendered for acquisition of Atoll GmbH | 14,135 | ||
Atoll GmbH | |||
Cash flows from investing activities: | |||
Acquisition of assets, net of cash acquired | (8,767) | ||
TangenX Technology Corporation | |||
Cash flows from investing activities: | |||
Acquisition of assets, net of cash acquired | $ (35,847) |
CONSOLIDATED STATEMENTS OF CAS8
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2014 | |
Business Acquisitions: | ||
Net cash paid for business acquisitions | $ 21,236 | |
Refine Technology, LLC | ||
Business Acquisitions: | ||
Fair value of tangible assets acquired | $ 1,420 | 1,175 |
Fair value of accounts receivable | 1,267 | 1,647 |
Fair value of other assets | 183 | 184 |
Liabilities assumed | (3,662) | (365) |
Fair value of stock issued | (14,135) | (4,000) |
Cost in excess of fair value of assets acquired (Goodwill) | 46,505 | 13,199 |
Acquired identifiable intangible assets | 19,829 | 9,100 |
Deferred tax liabilities, net | (5,841) | |
In-process research and development | 1,600 | |
Business Combination Considerations Transferred Net | 45,566 | 22,540 |
Less accrued contingent consideration | (952) | (1,370) |
Working capital adjustment | 66 | |
Net cash paid for business acquisitions | $ 44,614 | $ 21,236 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2016 | |
Organization and Nature of Business | 1. Organization and Nature of Business Repligen Corporation (NASDAQ:RGEN) is a bioprocessing company focused on the development, manufacture and commercialization of highly innovative products used to improve the interconnected phases of the biological drug manufacturing process. The Company’s portfolio includes protein products (Protein A affinity ligands, cell culture growth factors), chromatography products (OPUS pre-packed columns, chromatography resins, ELISA kits), and filtration products (XCell ATF Systems, Sius TFF cassettes). The Company’s bioprocessing products are sold to major life sciences companies, biopharmaceutical development companies and contract manufacturing organizations worldwide. The Protein A ligands and growth factor products that the Company manufactures are components of chromatography resins and cell culture media, respectively The Company is the leading manufacturer of Protein A ligands, a critical component of Protein A resins that are the industry standard for downstream separation and purification of monoclonal antibody-based therapeutics. The Company’s growth factors are used in upstream processes to accelerate cell growth and productivity in a bioreactor. The Company’s innovative line of OPUS chromatography columns, used in downstream processes for bench-scale through clinical-scale purification needs, are delivered pre-packed with its customers’ choice of resin and volume. The Company’s XCell ATF Systems, available in stainless steel and single-use configurations, continuously eliminate waste from a bioreactor, to accelerate and increase productivity in upstream processes. Single-use Sius TFF cassettes and hardware are used for biologic drug concentration in downstream processes. Repligen’s corporate headquarters are in Waltham, Massachusetts (USA) and its manufacturing facilities are located in Waltham, Massachusetts; Shrewsbury, Massachusetts; Lund, Sweden; and Weingarten, Germany. 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 Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
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 periods. Significant estimates and assumptions by management affect the Company’s revenue recognition for multiple element arrangements, allowance for doubtful accounts, the net realizable value of inventory, estimated fair value of cost method investments, valuations and purchase price allocations related to business combinations, expected future cash flows including growth rates, discount rates, terminal values and other assumptions and estimates used to evaluate the recoverability of long-lived assets, estimated fair values of intangible assets and goodwill, amortization methods and periods, warranty reserves, certain accrued expenses, stock-based compensation, fair value estimates of contingent consideration, contingent liabilities, tax reserves and recoverability of the Company’s net deferred tax assets and related valuation allowance. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Repligen Sweden AB, Repligen GmbH, TangenX Technology Corporation and Repligen Singapore Pte. Ltd. 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, including adjustments related to the Company’s intercompany loan with Repligen Sweden and Repligen Sweden’s intercompany loan with Repligen GmbH, are remeasured at each period end and included in accumulated other comprehensive income. Revenue Recognition Product Sales The Company’s revenue recognition policy is to recognize revenues from product sales and services in accordance with ASC 605, Revenue Recognition. These standards require that revenues are recognized when persuasive evidence of an arrangement exists, product delivery, including customer acceptance, has occurred or services have been rendered, the price is fixed or determinable and collectability 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. When more than one element such as equipment, consumables, and services are contained in a single arrangement, the Company allocates revenue between the elements based on each element’s relative selling price, provided that each element meets the criteria for treatment as a separate unit of accounting. An item is considered a separate unit of accounting if it has value to the customer on a stand-alone basis. The selling price of the undelivered elements is determined by the price charged when the element is sold separately, or in cases when the item is not sold separately, by third-party evidence of selling price or management’s best estimate of selling price. The Company’s product revenues are from the sale of bioprocessing products, equipment devices, and related consumables used with these equipment devices to customers in the life science and biopharmaceutical industries. On product sales to end customers, revenue is recognized, net of discounts, when both the title and risk of loss have transferred to the customer, as determined by the shipping terms provided there are no uncertainties regarding acceptance, and all obligations have been completed. Generally, our product arrangements for equipment sales are multiple element arrangements, and may include services, such as installation and training, and multiple products, such as consumables and spare parts. In accordance with ASC 605-25, based on terms and conditions of the product arrangements, the Company believes that these services and undelivered products can be accounted for separately from the delivered product element as the delivered products have value to our customers on a standalone basis. Accordingly, revenue for services not yet performed at the time of product shipment are deferred and recognized as such services are performed. The relative selling price of any undelivered products is also deferred at the time of shipment and recognized as revenue when these products are delivered. For product sales to distributors, the Company recognizes revenue for both equipment and consumables upon delivery to the distributor unless direct shipment to the end user is requested. In this case, revenue is recognized upon delivery to the end user’s location. In general, distributors are responsible for shipment to the end customer along with installation, training and acceptance of the equipment by the end customer. Sales to distributors are not contingent upon resale of the product. 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. Furthermore, there is no customer right of return in our sales agreements. Sales returns and warranty issues are infrequent and have not had a material impact on the Company’s financial statements historically. Shipping and handling fees are recorded as a component of product revenue, with the associated costs recorded as a component of cost of product revenue. 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. No expense was recorded related to these warrants through December 31, 2014, as the vesting of these warrants was contingent upon certain performance conditions that were not satisfied. During the year ending December 31, 2014, the warrant’s seven-year term expired. As of January 2014, all rights and obligations have been transferred to BioMarin. Sale of Intellectual Property to BioMarin In January 2014, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with BioMarin Pharmaceutical Inc. (“BioMarin”) to sell Repligen’s histone deacetylase inhibitor (HDACi) portfolio. Pursuant to the terms of the Asset Purchase Agreement, the Company received $2 million from BioMarin as an upfront payment on January 30, 2014 and a $125,675 payment on September 3, 2014 upon completion of the Technology Transfer. The Company is entitled to receive up to $160 million in potential future milestone payments for the development, regulatory approval and commercial sale of portfolio compounds included in the agreement. These potential milestone payments are approximately 37% related to clinical development and 63% related to initial commercial sales in specific geographies. In addition, Repligen is eligible to receive royalties on sales of therapeutic products originating from the HDACi portfolio. The royalty rates are tiered and begin in the mid-single-digits for the first HDACi portfolio product and for the first non-HDACi portfolio product with lesser amounts for any backup products developed under the Asset Purchase Agreement. Repligen’s receipt of these royalties is subject to customary offsets and deductions. There are no refund provisions in this agreement. The Company recognized $2.1 million of revenue in the fiscal year ended December 31, 2014 related to the transfer of the HDACi technology under the Asset Purchase Agreement. Any milestones earned upon specified clinical development or commercial sales events or future royalty payments, under the Asset Purchase Agreement will be recognized as revenue when they are earned. 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 BioMarin agreement: • The assignment by Repligen to BioMarin of the Repligen Technology (“Repligen Know-How” and “Repligen Patents”) and the Scripps Agreement (the “Transferred Assets”); • The transfer of certain notebooks, data, documents, biological materials (if any) and other such documents in our possession that might be useful to further development of the program (the “Technology Transfer”). Two criteria must be met in order for a deliverable to be considered a separate unit of accounting. The first criterion requires that the delivered item or items have value to the customer on a stand-alone basis. The second criterion, which relates to evaluating a general right of return, is not applicable because such a provision does not exist in the Asset Purchase Agreement. 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, BioMarin’s right under the agreement to assign the Transferred Assets, whether any other vendors sell the items separately and if BioMarin 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 multiple-element arrangements guidance addresses how to allocate 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. The Company identified the arrangement consideration to allocate among the units of accounting as the $2.0 million non-refundable up-front payment and the $125,675 payment to be received upon completion of the Technology Transfer. The Company excluded the potential milestone payments provided for in the Asset Purchase Agreement from the arrangement consideration as they were not considered fixed or determinable at the time the Asset Purchase Agreement was signed. Because Repligen had not sold these items on a standalone basis previously, Repligen had no vendor-specific objective evidence of selling price. Furthermore, Repligen did not have detailed third-party evidence of selling price, and as a result we used our best estimate of selling price for each item. In determining these prices, Repligen considered what Repligen 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 up-front arrangement consideration allocated to the Transferred Assets was recognized upon execution of the Asset Purchase Agreement as the risks and rewards associated with the Transferred Assets transferred at that time. The Company used a discounted cash flow analysis to determine the value of the Transferred Assets. Key assumptions in the analysis included: the estimated market size for a compound targeted at Friedreich’s ataxia, the estimated remaining costs of development and time to commercialization, and the probability of successfully developing and commercializing the program. Based on this analysis, the Company allocated $2,115,000 to the value of the Transferred Assets. However, as the recognized revenue is limited to the non-contingent consideration received, the Company recognized $2,000,000, the amount of the up-front payment, as revenue in the three months ended March 31, 2014. The estimated selling price of the Technology Transfer items was approximately $300,000 resulting in consideration allocation of approximately $11,000. However, as this item was not delivered prior to March 31, 2014, the Company did not recognize any revenue related to the Technology Transfer in the three months ended March 31, 2014. Repligen received the payment and recognized $125,675 of other revenues in September 2014 upon completion of the Technology Transfer. The Company believes that 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. In addition to the $2.1 million up-front payment, the Company is also eligible to receive up to $160 million in potential milestone payments from BioMarin comprised of: • Up to $60 million related to the achievement of specified clinical and regulatory milestone events; and • Up to $100 million related to the achievement of specified commercial sales events, specifically the first commercial sale in specific territories. The Company evaluated the potential milestones in accordance with ASC 605-28, which allows an entity to make an accounting policy election 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. This evaluation included an assessment of the risks that must be overcome to achieve the respective milestone as well as whether the achievement of the milestone was due in part to our initial clinical work, the level of effort and investment required to achieve the respective milestone and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement. There is considerable judgment involved in determining whether a milestone satisfies all of the criteria required to conclude that a milestone is substantive. Milestones that are not considered substantive are recognized as earned if there are no remaining performance obligations or over the remaining period of performance, assuming all other revenue recognition criteria are met. The Company believes that the $60 million of specified clinical and regulatory milestone payments are substantive. Therefore, any such milestones achieved will be recognized as revenue when earned. Any milestones achieved upon specified commercial sales events or future royalty payments are considered contingent revenue under the Asset Purchase Agreement, and will be recognized as revenue when they are earned as there are no undelivered elements remaining and no continuing performance obligations under the arrangement. Sale of SecreFlo On December 23, 2014, the Company sold its synthetic human secretin line, SecreFlo, to Innovate Biopharmaceuticals, Inc., or Innovate, pursuant to an asset purchase agreement. Under the terms of the agreement, Repligen received a nominal upfront payment and is eligible to receive royalties on net sales of qualified products for a period beginning on the first commercial sale of such product through the earlier of the expiration of the regulatory exclusivity period for the product or 10 years from its first commercial sale. Pfizer License Agreement In December 2012, the Company entered into an exclusive worldwide licensing agreement (the “License Agreement”) with Pfizer Inc. (“Pfizer”) to advance the spinal muscular atrophy program, or SMA program. Pursuant to the terms of the License Agreement, the Company received $5 million from Pfizer as an upfront payment on January 22, 2013, a $1 million milestone payment on September 4, 2013 and a $1 million milestone payment on December 28, 2014. On January 26, 2015, Pfizer notified the Company that they were terminating the License Agreement for convenience, effective as of April 26, 2015. 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 commercial milestone payments and royalty payments received under license agreements, if any, will be recognized as revenue when they are earned. 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, 2016, the Company’s investments included money market funds and short-term marketable securities. At December 31, 2015, the Company’s investments included money market funds as well as short-term and long-term marketable securities. Short-term 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 at the original date of purchase. The average remaining contractual maturity of marketable securities at December 31, 2016 is approximately 3.9 months. Investments in debt securities consisted of the following at December 31, 2016 (in thousands): Amortized Gross Gross Fair Value Marketable securities: U.S. Government and agency securities $ 807 $ — $ — $ 807 Corporate and other debt securities 18,745 2 (7 ) 18,740 Total $ 19,552 $ 2 $ (7 ) $ 19,547 There were no long-term marketable securities as of December 31, 2016. At December 31, 2016, the Company’s investments included fifteen debt securities in unrealized loss positions with a total unrealized loss of approximately $7,000 and a total fair market value of approximately $9,758,000. 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, 2016, 2015 and 2014. Investments in debt securities consisted of the following at December 31, 2015 (in thousands): Amortized Gross Gross Fair Value Marketable securities: U.S. Government and agency securities $ 7,029 $ — $ (6 ) $ 7,023 Corporate and other debt securities 10,659 7 (7 ) 10,659 17,688 7 (13 ) 17,682 Long-term marketable securities: U.S. Government and agency securities 838 — (2 ) 836 Corporate and other debt securities 800 — (3 ) 797 1,638 — (5 ) 1,633 Total $ 19,326 $ 7 $ (18 ) $ 19,315 The contractual maturities of debt securities at December 31, 2016 were as follows (in thousands): Amortized Fair Value Due in 1 year or less $ 19,552 $ 19,547 $ 19,552 $ 19,547 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, 2016. 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, 2016 (in thousands): Fair value measurement at reporting date using: Quoted prices in Significant Significant Total Assets: Money market funds $ 81,819 $ — $ — $ 81,819 U.S. Government and agency securities 808 — — 808 Corporate and other debt securities — 18,740 — 18,740 Total $ 82,627 $ 18,740 $ — $ 101,367 Liabilities: Contingent consideration – short-term — — 6,119 6,119 Total $ — $ — $ 6,119 $ 6,119 As of December 31, 2016, 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 Refine and Atoll business combinations. The Company entered into a settlement agreement and remitted all remaining contingent consideration to BioFlash Partners, LLC (“BioFlash”) in the third quarter of 2016. The contingent consideration related to Refine is valued based on actual 2016 XCell ATF sales. The contingent consideration related to Atoll is valued based on achieving 2016 sales growth metrics. 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, 2016 are primarily attributable to contingent consideration recorded at the date of the Atoll Acquisition in the amount of €836,000 (approximately $928,000), an increase to the expected 2016 Refine milestone payment of $3,048,000, an increase to the expected 2016 Atoll milestone payment of €164,000 (approximately $182,000), a $4,350,000 milestone payment to Refine, a $130,000 minimum royalty payment made to BioFlash, and a final settlement payment of $500,000 to BioFlash, of which $301,000 was previously accrued as contingent consideration and $199,000 was recorded to selling, general and administrative expenses. The following table provides a rollforward of the fair value of contingent consideration (in thousands): Balance at December 31, 2015 $ 6,788 Additions 928 Payments (4,781 ) Foreign currency translation adjustments (58 ) Changes in fair value 3,242 Balance at December 31, 2016 $ 6,119 The following table provides quantitative information associated with the fair value measurement of the Company’s contingent consideration related to Refine using Level 3 inputs (in thousands): Fixed Variable Accrued 2016 4,250 1,300 5,067 The significant unobservable input used in the fair value measurement of Refine’s contingent consideration is actual 2016 revenues. The fair value of the 2016 contingent payment was increased by $3,048,000 during the year as forecasted revenues increased. As of December 31, 2016, the fair value of Atoll’s contingent consideration is €1,000,000 (approximately $1,052,000). The significant unobservable input used in the fair value measurement was actual 2016 revenue growth compared to 2015. The initial valuation of contingent consideration upon the Atoll Acquisition in April 2016 resulted in a fair value of €836,000 (approximately $928,000). The estimated fair value of the contingent payment was increased by €164,000 (approximately $182,000) based on Atoll achieving the targeted revenue growth in 2016. In May 2016, the Company issued $115 million aggregate principal amount of the Notes due June 1, 2021. Interest is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2016. As of December 31, 2016, the carrying value of the Notes was $95.3 million, net of unamortized discount, and the fair value of the Notes was approximately $135.6 million. The fair value of the Notes was determined based on the most recent trade activity of the Notes as of December 31, 2016. The Notes are discussed in more detail in Note 10, “Convertible Senior Notes . There were no remeasurements to fair value during the year ended December 31, 2016 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 $435,000 and $343,000 as of December 31, 2016 and 2015, respectively. The reserve balance at December 31, 2016 and 2015 is sufficient to cover excess or obsolete inventory for the consolidated Company. 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 (in thousands): December 31, December 31, Raw Materials $ 14,954 $ 10,671 Work-in-process 2,789 1,58 |
Acquisitions, Goodwill and Othe
Acquisitions, Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Acquisitions, Goodwill and Other Intangible Assets | 3. Acquisitions, Goodwill and Other Intangible Assets Acquisitions Atoll GmbH On April 1, 2016, the Company’s subsidiary Repligen Sweden acquired Atoll GmbH (“Atoll”) from UV-Cap GmbH & Co. KG (the “Seller”) pursuant to a Share Purchase Agreement (the “Share Purchase Agreement”), dated as of March 31, 2016 (such acquisition, the “Atoll Acquisition”), by and among Repligen Sweden, the Seller, and the Company, in its capacity as guarantor of the obligations of Repligen Sweden under the Share Purchase Agreement. The Atoll Acquisition was subject to certain closing conditions that did not occur until April 1, 2016. Payment for the Atoll Acquisition was denominated in Euros but is reflected here in U.S. dollars for presentation purposes. In connection with the Atoll Acquisition, the Company issued and contributed 538,700 shares of the Company’s common stock, par value of $0.01 per share valued at $14.1 million (the “Stock Consideration”) to Repligen Sweden through a transfer by the Company on behalf of Repligen Sweden to fulfill Repligen Sweden’s obligation to deliver the Stock Consideration under the Share Purchase Agreement. The issuance of the Stock Consideration was not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act. The Stock Consideration was based on the fair value of the Company’s common stock on April 1, 2016. This acquisition strengthened Repligen’s bioprocessing business by adding a complementary extension to an existing product line while expanding its direct sales presence worldwide. On September 20, 2016, Atoll changed its name to Repligen GmbH. The Atoll Acquisition was accounted for as a purchase of a business under ASC 805, “Business Combinations.” The total purchase price of the Atoll Acquisition was $25.3 million, consisting of an upfront cash payment of $10.2 million, less $74,000 as a result of the final determination of working capital, issuance of the Stock Consideration, and a future potential milestone payment of $1.1 million if specific revenue growth targets are met for 2016. The $1.1 million potential contingent consideration had an initial probability weighted fair value at the time of the closing of the Atoll Acquisition of approximately $952,000. Consideration Transferred The Company accounted for the Atoll Acquisition as the purchase of a business under U.S. GAAP. Under the acquisition method of accounting, the assets of Atoll were recorded as of the acquisition date, at their respective fair values, and consolidated with those of Repligen. The fair value of the net assets acquired was approximately $25.3 million. The preparation of the valuation required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable. However, actual results may differ from these estimates. The total consideration transferred follows (in thousands): Cash consideration, less $74 of working capital adjustments $ 10,176 Value of common stock issued 14,138 Estimated fair value of contingent consideration 952 Total consideration transferred $ 25,266 The fair value of contingent consideration was determined based upon a probability weighted analysis of expected future milestone and settlement payments to be made to the Seller. The Company could make a contingent consideration payment of $1.1 million if specific revenue growth targets are met for 2016. The liability for contingent consideration is included in current liabilities on the consolidated balance sheets. Because the contingent consideration relates only to 2016 sales growth, no further remeasurement of this liability is required as of December 31, 2016. See Note 9—Accrued Liabilities for further details. Acquisition related costs are not included as a component of consideration transferred, but are expensed in the periods in which the costs are incurred. The Company incurred $1,279,000 in transaction costs related to the Atoll Acquisition. The transaction costs are included in selling, general and administrative expenses in the consolidated statements of operations. Fair Value of Net Assets Acquired The allocation of purchase price was based on the fair value of assets acquired and liabilities assumed as of April 1, 2016. The components and allocation of the purchase price consists of the following amounts (in thousands): Cash and cash equivalents $ 1,409 Accounts receivable 697 Inventory 155 Other current assets 169 Fixed assets 114 Customer relationships 5,318 Developed technology 2,175 Non-competition agreements 57 Trademark and trade name 11 Deferred tax assets 885 Accounts payable and other liabilities assumed (599 ) Deferred tax liabilities (2,202 ) Goodwill 17,077 Net assets acquired $ 25,266 Of the consideration paid, $5.3 million represents the fair value of customer relationships that will be amortized over the determined useful life of 13 years and $2.2 million represents the fair value of developed technology that will be amortized over a determined useful life of 14 years. $57,000 represents the fair value of non-competition agreements and $11,000 represents the fair value of trademarks and trade names that will be amortized over a determined useful life of 2 years. The aforementioned intangible assets will be amortized on a straight-line basis. The goodwill of $17.1 million represents future economic benefits expected to arise from synergies from combining operations, utilizing the Company’s existing sales infrastructure to increase market presence and the extension of existing customer relationships. TangenX Technology Corporation On December 14, 2016, the Company acquired TangenX Technology Corporation (“TangenX”), pursuant to the terms of the Share Purchase Agreement, dated as of December 14, 2016 (the “Share Purchase Agreement”), by and among the Company and TangenX (such acquisition, the “TangenX Acquisition”). The Company acquired all outstanding shares and the business of TangenX, including TangenX’s innovative single-use Sius line of tangential flow filtration (“TFF”) cassettes and hardware used in downstream biopharmaceutical manufacturing processes. Sius TFF is used in the filtration of biological drugs, complimenting Repligen’s OPUS line of pre-packed chromatography columns used in downstream purification. Pursuant to the Share Purchase Agreement, Repligen acquired all of the outstanding shares of TangenX, as well as certain assets and liabilities. The TangenX Acquisition was accounted for as a purchase of a business under ASC 805, “Business Combinations.” The total purchase price of the TangenX Acquisition was $37.1 million in cash. Consideration Transferred The Company accounted for the TangenX Acquisition as the purchase of a business under U.S. GAAP. Under the acquisition method of accounting, the assets of TangenX were recorded as of the acquisition date, at their respective fair values, and consolidated with those of Repligen. The fair value of the net assets acquired was approximately $37.1 million. The preparation of the valuation required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable. However, actual results may differ from these estimates. The total consideration transferred follows (in thousands): Cash consideration $ 37,532 Less: working capital adjustment (467 ) Net assets acquired $ 37,065 Acquisition related costs are not included as a component of consideration transferred, but are expensed in the periods in which the costs are incurred. The Company incurred $935,000 in transaction costs related to the TangenX Acquisition. The transaction costs are included in 2016 selling, general and administrative expenses in the consolidated statements of operations. Fair Value of Net Assets Acquired The allocation of purchase price was based on the fair value of assets acquired and liabilities assumed as of December 14, 2016. The components and allocation of the purchase price consists of the following amounts (in thousands): Cash and cash equivalents $ 1,218 Accounts receivable 459 Other receivables 111 Inventory 936 Other current assets 50 Fixed assets, net 215 Customer relationships 6,192 Developed technology 6,044 Non-competition agreements 21 Trademark and trade name 11 Accounts payable and other liabilities assumed (3,083 ) Deferred tax liabilities (4,525 ) Goodwill 29,416 Net assets acquired $ 37,065 The allocation of the purchase price related to this acquisition is preliminary and is based on management’s judgments after evaluating several factors, including preliminary valuation assessments of tangible and intangible assets, and preliminary estimates of the fair value of liabilities assumed. The final allocation of the purchase price to the assets acquired and liabilities assumed will be completed when the final valuation assessments of tangible and intangible assets are completed and estimates of the fair value of liabilities assumed are finalized. Of the consideration paid, $6.2 million represents the fair value of customer relationships that will be amortized over the determined useful life of 13 years and $6.0 million represents the fair value of developed technology that will be amortized over a determined useful life of 20 years. $21,000 represents the fair value of non-competition agreements that will be amortized over a determined life of 5 years. $11,000 represents the fair value of trademarks and trade names that will be amortized over a determined useful life of 2 years. The aforementioned intangible assets will be amortized on a straight-line basis. The goodwill of $29.4 million represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships. Revenue, Net Income and Pro Forma Presentation The Company recorded revenue from TangenX of approximately $119,000 from December 15, 2016 through December 31, 2016. The Company has included the operating results of TangenX in its consolidated statements of operations since the December 15, 2016 acquisition date. The following table presents unaudited supplemental pro forma information as if the TangenX Acquisition had occurred as of January 1, 2015 (in thousands, except per share data): December 31, 2016 December 31, 2015 Total revenue 110,228 88,437 Net income 5,744 13,208 Earnings per share: Basic $ 0.17 $ 0.40 Diluted $ 0.17 $ 0.39 The unaudited pro forma information for the year ended December 31, 2016 and 2015 was calculated after applying the Company’s accounting policies and the impact of acquisition date fair value adjustments. Unaudited pro forma net income for year ended December 31, 2016 was adjusted to exclude acquisition-related transaction costs, nonrecurring expenses related to the fair value adjustments associated with the acquisition, and income tax benefits resulting from the acquisition. In addition, the unaudited pro forma net income for the year ended December 31, 2016 was adjusted to include incremental amortization of intangible assets. These items have been factored to the unaudited pro forma net income for the year ended December 31, 2016. The unaudited pro forma net income for the year ended December 31, 2015 was adjusted to include these acquisition-related transaction costs, expenses related to the fair value adjustments, amortization of intangible assets, and income tax benefits resulting from the acquisition. These pro forma condensed consolidated financial results have been prepared for comparative purposes only and include certain adjustments to reflect the pro forma results of operations as if the acquisition had occurred as of the beginning of the periods presented, such as fair value adjustments to inventory and increased amortization for the fair value of acquired intangible assets. The pro forma information does not reflect the effect of costs or synergies that would have been expected to result from the integration of the acquisition. The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the combination occurred at the beginning of each period presented, or of future results of the consolidated entities. Refine Technology, LLC On June 2, 2014, pursuant to the terms of the Asset Purchase Agreement, dated as of June 2, 2014 (the “Asset Purchase Agreement”), by and among the Company, Refine Technology, LLC (a limited liability company formed under the laws of the State of New Jersey) (“Refine”), the members of Refine Technology, LLC, Jerry Shevitz, Refine Technology Sales LLC (a limited liability company formed under the laws of the State of New Jersey) and Refine Technology Sales Asia PTE. LTD. (a limited private company organized in the Republic of Singapore), the Company acquired the business of Refine, including Refine’s Alternating Tangential Flow (“ATF”) System, a market-leading device used to significantly increase product yield during the fermentation step of the biologic drug manufacturing process (the “Refine Business” and the acquisition of the Refine Business, the “Refine Acquisition”). Pursuant to the Asset Purchase Agreement, Repligen purchased all of the assets related to Refine’s ATF system and assumed certain specified liabilities related to Refine’s ATF system. This acquisition strengthened Repligen’s bioprocessing business by adding a complementary product line while expanding its direct sales presence worldwide. The transaction was accounted for as a purchase of a business under ASC 805, Business Combinations. The terms of the acquisition included an upfront cash payment of approximately $21,236,000 less approximately $66,000 as a result of the final determination of working capital, issuance of 215,285 shares of the Company’s $0.01 par value common stock valued at $4,000,000, future potential milestone payments totaling up to $10,900,000 if specific sales targets are met for the years 2014, 2015 and 2016, and future potential payments up to $7,500,000 out of any amounts that might be received in connection with the resolution, withdrawal or settlement of certain patent disputes with a third party. The $10,900,000 potential contingent consideration had an initial probability weighted fair value at acquisition of $1,370,000. The $7,500,000 potential contingent consideration had only a nominal probability weighted fair value at acquisition. In addition to the initial consideration, approximately $774,000 was paid to Refine following the acquisition under a Transition Services Agreement under which certain employees of Refine provided services to the Company in support of the Refine Business. As these payments were contingent upon future service, they were recognized as operating expense, ratably while the services were provided. Consideration Transferred The Company accounted for the Refine Acquisition as the purchase of a business under U.S. GAAP. Under the acquisition method of accounting, the assets of the Refine Business were recorded as of the acquisition date, at their respective fair values, and consolidated with those of Repligen. The fair value of the net assets acquired was approximately $26,540,000. The preparation of the valuation required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable. However, actual results may differ from these estimates. The total consideration transferred follows (in thousands): Cash consideration, less $66 of working capital adjustments $ 21,170 Value of common stock issued 4,000 Estimated fair value of contingent consideration 1,370 Total consideration transferred $ 26,540 The fair value of contingent consideration was determined based upon a probability weighted analysis of expected future milestone and settlement payments to be made to the seller. The Company paid $4,350,000 to Refine in 2016 for achievements of sales targets met in 2015 and $1,000,000 to Refine in 2015 for achievements of sales targets met in 2014, and could make payments of up to $9,900,000 if specific sales targets are met in 2015 and 2016. In addition, the Company could pay Refine up to $7,500,000 out of any receipts that might be received in connection with the resolution, withdrawal or settlement of certain patent disputes with a third party. The liability for contingent consideration is included in current and long-term liabilities on the consolidated balance sheets and will be remeasured at each reporting period until the contingency is resolved. Please see Note 9 – Accrued Liabilities for further details. Acquisition related costs are not included as a component of consideration transferred, but are expensed in the periods in which the costs are incurred. The Company incurred approximately $818,000 in transaction costs related to the Refine Acquisition. The transaction costs are included in 2014 selling, general and administrative expenses in the consolidated statements of operations. Fair Value of Net Assets Acquired The allocation of purchase price was based on the fair value of assets acquired and liabilities assumed as of June 2, 2014. The components and allocation of the purchase price consists of the following amounts (in thousands): Accounts receivable $ 1,647 Inventory 1,003 Other current assets 184 Fixed assets 85 Customer relationships 6,400 Developed technology 2,000 In process research and development (“IPR&D”) 1,600 Trademark and trade name 700 Accounts payable and other liabilities assumed (431 ) Goodwill 13,352 Net assets acquired $ 26,540 Of the consideration paid, $6,400,000 represents the fair value of customer relationships that will be amortized over the determined useful life of 10 years and $2,000,000 represents the fair value of developed technology that will be amortized over a determined useful life of 15 years. $700,000 represents the fair value of trademark and trade name determined to have an indefinite useful life and is not subject to amortization. $1,600,000 of the consideration paid represents the fair value of acquired IPR&D projects that are considered identifiable assets as of the acquisition date. Those assets are considered indefinite lived until efforts associated with the projects are completed or abandoned. The major acquired technology IPR&D relates to the development of a single use system product extension to the XCell ATF System business. The Company launched its XCell ATF single-use product line in the third quarter of 2016. The Company performed an assessment of the in-process research and development assets and their estimated useful lives to determine if any circumstances exist that would result in an impairment. The Company has determined that the fair value of these intangible assets exceeds their carrying values and are therefore not impaired; accordingly, the Company reclassified in-process research and development intangible assets to developed technology and began to amortize these intangible assets in the third quarter of 2016. The excess of the purchase price over the fair value of tangible and intangible assets acquired was recorded to goodwill. The goodwill recognized is attributable to expected synergies that the Company will realize from this acquisition. This goodwill is deductible for tax purposes over the next 15 years. Revenue, Net Income and Pro Forma Presentation The Company recorded revenue from Refine of $6,793,000 from June 2, 2014 through December 31, 2014. The segregation of Refine’s net income is administratively impractical, as the Company operates as one operating segment and does not separately allocate expenses. The Company has included the operating results of Refine in its fiscal 2016, 2015 and 2014 consolidated statements of operations since the June 2, 2014 acquisition date. The following table presents 2014 unaudited supplemental pro forma information as if the Refine Acquisition had occurred as of January 1, 2014 (in thousands, except per share data): December 31, Total revenue $ 67,330 Net income 9,493 Earnings per share: Basic $ 0.28 Diluted $ 0.27 The unaudited pro forma information for the year-ended December 31, 2014 was calculated after applying the Company’s accounting policies and the impact of acquisition date fair value adjustments. Unaudited pro forma net income for year-ended December 31, 2014 was adjusted to exclude acquisition-related transaction costs. In addition, the unaudited pro forma net income for the year-ended December 31, 2014 was adjusted to exclude nonrecurring expenses related to the fair value adjustments associated with the acquisition of Refine that were recorded by the Company. These pro forma condensed consolidated financial results have been prepared for comparative purposes only and include certain adjustments to reflect the pro forma results of operations as if the acquisition had occurred as of the beginning of the periods presented, such as fair value adjustments to inventory and increased amortization for the fair value of acquired intangible assets. The pro forma information does not reflect the effect of costs or synergies that would have been expected to result from the integration of the acquisition. The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the combination occurred at the beginning of each period presented, or of future results of the consolidated entities. Goodwill The changes in the carrying value of goodwill for the year ended December 31, 2016 is as follows (in thousands): Balance at December 31, 2015 $ 14,346 Goodwill arising from the Atoll Acquisition 17,077 Goodwill arising from the TangenX Acquisition 29,416 Foreign currency adjustments on goodwill from the Atoll Acquisition (1,291 ) Balance at December 31, 2016 $ 59,548 Other Intangible Assets Intangible assets, except for the ATF tradename, are amortized over their useful lives using the estimated economic benefit method, as applicable, and the amortization expense is recorded within selling, general and administrative expense in the Company’s statements of comprehensive income. The ATF tradename are not amortized. The Company reviews its indefinite-lived intangible assets not subject to amortization to determine if adverse conditions exist or a change in circumstances exists that would indicate an impairment. 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. An impairment results if the carrying value of the asset exceeds the estimated fair value 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, 2016. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes | 4. Income Taxes Income tax data for the years ended December 31, 2016, 2015 and 2014 (in thousands): December 31, 2016 December 31, 2015 December 31, 2014 The components of income from operations before income taxes are as follows: Domestic $ (4,882 ) $ (2,490 ) $ (1,152 ) Foreign 16,574 15,913 12,290 Total $ 11,692 $ 13,423 $ 11,138 The current and deferred components of the provision for income taxes on operations are as follows: Current $ 4,077 $ 3,745 $ 2,480 Deferred (4,066 ) 333 488 Total $ 11 $ 4,078 $ 2,968 The jurisdictional components of the provision for income taxes on operations are as follows: Federal $ (3,809 ) $ 295 $ 214 State (207 ) 276 (67 ) Foreign 4,027 3,507 2,821 Total $ 11 $ 4,078 $ 2,968 At December 31, 2016, the Company had net operating loss carryforwards of approximately $48,550,000 in the U.S., net operating loss carryforwards of approximately €2,287,000 (approximately $2,407,000) in Germany, federal business tax credit carryforwards of $1,745,000 and state business tax credit carryforwards of approximately $442,000 available to reduce future domestic income taxes, if any. The net operating loss and business tax credits carryforwards will continue to expire at various dates through December 2036. 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. December 31, 2016 December 31, 2015 Deferred tax assets: Temporary timing differences: Stock compensation $ 1,722 $ 1,079 Contingent consideration 3,333 2,126 Other 1,895 1,150 Total temporary timing differences 6,950 4,355 Net operating loss carryforwards 12,284 12,389 Tax business credits carryforwards 2,036 1,820 Total deferred tax assets 21,270 18,564 Valuation allowance (9,979 ) (18,514 ) Net deferred tax assets $ 11,291 $ 50 Deferred tax liabilities: Goodwill and intangible assets $ (7,346 ) $ (501 ) Conversion option on convertible notes (6,048 ) — Total deferred tax liabilities $ (13,394 ) $ (501 ) Net deferred tax liabilities $ (2,103 ) $ (451 ) The net change in the total valuation allowance was a decrease of $8,535,000 in the year ended December 31, 2016. U.S. jurisdiction deferred tax assets, previously subject to a valuation allowance, were initially recognized in 2016 due to the creation of a $4,525,000 deferred tax liability resulting from the TangenX Acquisition and a $6,514,000 deferred tax liability resulting from the issuance of the Company’s convertible senior notes, partially offset by increases in deferred tax assets derived from temporary timing differences. The $6,514,000 decrease to the valuation allowance was recorded to stockholder’s equity. The cumulative U.S. federal net operating loss includes $14,177,000 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 valuation allowance increased by $1,216,000 for the year ended December 31, 2015 and increased by $727,000 for the year ended December 31, 2014. As of December 31, 2016, the Company continues to believe that realization of the remainder of its deferred tax assets beyond December 31, 2016 is not more likely than not, and the Company continues to maintain its valuation allowance against its remaining U.S. deferred tax assets with the exception for certain state tax credits. The reconciliation of the federal statutory rate to the effective income tax rate for the fiscal years ended December 31, 2016, 2015 and 2014 is as follows (amounts in thousands): Year Ended December 31, 2016 December 31, 2015 December 31, 2014 Income before income taxes $ 11,692 $ 13,423 $ 11,138 Expected tax at statutory rate 3,975 34.0 % 4,564 34.0 % 3,787 34.0 % Adjustments due to: Difference between U.S. and foreign tax (2,031 ) (17.4 %) (1,910 ) (14.2 %) (1,471 ) (13.2 %) State income and franchise taxes (326 ) (2.8 %) 563 4.2 % 122 1.1 % Business tax credits (236 ) (2.0 %) (115 ) (0.9 %) — — Permanent differences 567 4.8 % 118 0.9 % (172 ) (1.5 %) Change in valuation allowance (1,981 ) (16.9 %) 1,216 9.1 % 727 6.5 % Other 43 0.4 % (358 ) (2.7 %) (25 ) (0.2 %) Provision (benefit) for income taxes $ 11 0.1 % $ 4,078 30.4 % $ 2,968 26.7 % In June 2015, the Company received a final assessment from the Massachusetts Department of Revenue (“DOR”) regarding an examination for the years ended March 31, 2010 and 2011 and the nine months ended December 31, 2011. This examination related to the qualification of Research and Development tax credits. The final settlement resulted in a payment to the DOR of approximately $141,000, inclusive of interest and penalties. In December 2015, the Company reached a negotiated settlement with the DOR regarding an appeal of an assessment made in 2013 for the years ended March 31, 2008 and 2009. The primary issues in the appeal related to the sourcing of intellectual property settlements and the qualification of Research and Development tax credits. The final settlement resulted in a payment to the DOR of approximately $1,012,000, inclusive of interest. Of this amount, $926,000 had been provided for as a liability for an uncertain tax position as of September 30, 2015. The Company’s tax returns are subject to examination by federal, state and international taxing authorities for the following periods: Jurisdiction Fiscal years subject to examination United States – federal and state 2013-2016 Sweden 2011-2016 Germany 2012-2016 At December 31, 2016, the Company had accumulated Federal research credits of $2,814,000 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 the Company may derive from use of its Net Operating Losses. However, given the past uncertainty at the state level regarding their sustainability under audit, the Company applied a reserve of $1,407,000 against these cumulative Federal research credits. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): Unrecognized tax benefits at January 1, 2016 1,289 Gross increases – tax positions in prior period 118 Unrecognized tax benefits at December 31, 2016 $ 1,407 The amount of unrecognized tax benefits at December 31, 2015 that will impact our effective tax rate are $1,407,000. For the year ended December 31, 2016, the Company recognized interest and penalties of $16,000. At December 31, 2016, the Company has not provided for U.S. income taxes or foreign withholding taxes on outside basis differences of foreign subsidiaries of approximately $43,679,000 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, 2016 | |
Stockholders' Equity | 5. Stockholders’ Equity Common Stock and Warrants 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 during 2014. The warrant expired prior to the performance criteria being achieved. Stock-Based Compensation The Company recorded stock-based compensation expense of approximately $4,595,000, $3,598,000 and $1,766,000 for the years ended December 31, 2016, 2015 and 2014, 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”). The following table presents stock-based compensation expense in the Company’s consolidated statements of operations (in thousands): Years ended December 31, 2016 2015 2014 Cost of product revenue $ 341 $ 213 $ 128 Research and development 537 336 185 Selling, general and administrative 3,717 3,049 1,453 Total $ 4,595 $ 3,598 $ 1,766 During 2016, the Company modified certain stock option grants for its former senior vice president of research and development in conjunction with his retirement. As part of the April 2016 transition agreement, all outstanding equity awards continued to vest through December 31, 2016, and fifty percent (50%) of the option awards that are unvested on February 28, 2017 immediately vested and became exercisable as of that date. As a result of these modifications to his share-based payment arrangements, the Company incurred stock compensation expense of $292,000 for the year ended December 31, 2016. This expense was recorded to research and development expense on the Company’s consolidated statement of operations. During 2015, the Company modified certain stock option grants for its former president and chief executive officer in conjunction with his retirement. As part of the January 2015 transition agreement, all outstanding equity awards continued to vest through December 31, 2015, and fifty percent (50%) of the option awards that are unvested on December 31, 2015 immediately vested and became exercisable as of that date. As a result of these modifications to his share-based payment arrangements, the Company incurred stock compensation expense of $826,000 for the year ended December 31, 2015. This expense was recorded to selling, general and administrative expense on the Company’s consolidated statement of operations. 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 three to five-year period, with 20%-33% 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, 2016, options to purchase 1,236,586 shares were outstanding under the Plans. At December 31, 2016, 1,821,576 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, 2016, 2015 and 2014 were calculated using the following estimated assumptions: 2016 2015 2014 Expected term (years) 6.7 – 7.1 6.6 – 7.2 6.5 Volatility 50.85 – 51.01% 50.09 – 51.89% 51.00 – 51.71% Risk-free interest rate 1.51 – 2.37% 1.67 – 2.03% 1.88 – 2.11% Expected dividend yield — — — Information regarding option activity for the year ended December 31, 2016 under the Plans is summarized below: Options Weighted- Weighted- (in thousands) Aggregate Options outstanding at December 31, 2015 1,054,584 $ 12.28 Granted 183,619 27.12 Exercised (266,863 ) 7.72 Forfeited/cancelled (88,592 ) 10.97 Options outstanding at December 31, 2016 882,748 $ 16.88 6.75 $ 12,733 Options exercisable at December 31, 2016 427,310 $ 11.11 5.23 $ 8,617 Vested and expected to vest at December 31, 2016 (1) 837,660 $ 16.82 6.70 $ 12,140 (1) Represents the number of vested options as of December 31, 2016 plus the number of unvested options expected to vest as of December 31, 2016 based on the unvested outstanding options at December 31, 2016 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 30, 2016, the last business day of 2016, of $30.82 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, 2016. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2016, 2015 and 2014 was approximately $5,043,000, $3,638,000 and $9,656,000, respectively. The weighted average grant date fair value of options granted during the years ended December 31, 2016, 2015 and 2014 was $14.16, $16.05 and $9.45, respectively. The total fair value of stock options that vested during the years ended December 31, 2016, 2015 and 2014 was approximately $1,713,000, $1,536,000 and $751,000, respectively. Information regarding restricted stock unit activity for the year ended December 31, 2016 under the Plans is summarized below: Options Weighted- Weighted- (in thousands) Aggregate Restricted stock units outstanding at December 31, 2015 186,351 $ — Granted 251,384 — Exercised (63,017 ) — Forfeited/cancelled (20,880 ) — Restricted stock units outstanding at December 31, 2016 353,838 $ — 9.01 $ 10,905 Restricted stock units exercisable at December 31, 2016 — $ — — $ — Vested and expected to vest at December 31, 2016 (1) 309,229 $ — 9.01 $ 9,530 (1) Represents the number of vested restricted stock units as of December 31, 2016 plus the number of unvested restricted stock units expected to vest as of December 31, 2016 based on the unvested outstanding restricted stock units at December 31, 2016 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 (equal to the closing price of the common stock on December 30, 2016, the last business day of 2016, of $30.82 per share, as restricted stock units do not have an exercise price) that would have been received by the restricted stock unit holders had all holders exercised on December 31, 2016. The aggregate intrinsic value of restricted stock units exercised during the years ended December 31, 2016, 2015 and 2014 was approximately $1,671,000, $1,304,000 and $819,000, respectively. The weighted average grant date fair value of restricted stock units granted during the years ended December 31, 2016, 2015 and 2014 was $27.25, $29.07 and $16.79, respectively. The total fair value of restricted stock units that vested during the years ended December 31, 2016, 2015 and 2014 was approximately $1,474,000, $781,000 and $333,000, respectively. As of December 31, 2016, there was $9,555,000 of total unrecognized compensation cost related to unvested share-based awards. This cost is expected to be recognized over a weighted average remaining requisite service period of 2.97 years. The Company expects 719,579 unvested options and restricted stock units to vest over the next five years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies | 6. 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 55,694 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 March 2014, the Company entered into an amendment of its existing lease to expand the rented space from 55,694 to 75,594 square feet at 41 Seyon Street, Waltham, Massachusetts. Pursuant to the terms of the amended lease, Repligen leased an additional 19,900 square feet (the “Expansion Space”) for a period of eight years and one month, commencing on August 1, 2014. The amended lease provides for additional rent expense of approximately $361,000 on an annualized basis. The amended lease also requires an increased security deposit from $200,000 to $450,000 and continues to require the Company to pay a proportionate share of certain of the landlord’s annual operating costs and real estate taxes. Future minimum rental commitments under the amended lease as of December 31, 2016 are $1,371,000 for the years ending December 31, 2017, 2018, 2019, 2020 and 2021, respectively. 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. The Company converted to a month-to-month basis for both sites. The Company terminated the lease on the 7,350 square feet of space in the first quarter of 2015. The Company 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 was renewed during 2016 and expires on December 31, 2021. Future minimum rental commitments under the amended lease as of December 31, 2016 are $984,000 for the years ending December 31, 2017, 2018, 2019, 2020 and 2021, respectively. Obligations under non-cancelable operating leases, including the facility leases discussed above, as of December 31, 2016 are approximately as follows (in thousands): Years Ending Operating Leases December 31, 2017 $ 2,523 December 31, 2018 2,584 December 31, 2019 2,491 December 31, 2020 2,485 December 31, 2021 2,485 Thereafter 1,736 Minimum lease payments $ 14,304 Rent expense charged to operations under operating leases was approximately $2,664,000, $2,619,000 and $2,735,000 for the fiscal years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016, 2015 and 2014, the Company had deferred rent liabilities of $1,792,000, $1,899,000 and $1,956,000, 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 $5,000, $7,000 and $7,000 for the years ended December 31, 2016, 2015 and 2014, respectively. In October 2009, the Company entered into an exclusive worldwide commercial license agreement with Families of Spinal Muscular Atrophy (see Note 2). Pursuant to the License Agreement dated December 28, 2012, the Company transferred all rights and obligations related to the FSMA License Agreement to Pfizer. On January 26, 2015 Pfizer notified us that they were terminating the License Agreement, effective as of April 26, 2015. 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, 2016 of approximately $10,008,000 are expected to be completed within one year. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2016 | |
Prepaid Expenses and Other Current Assets | 7. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2016 December 31, 2015 Equipment maintenance and services $ 586 $ 689 Prepaid VAT 553 558 Prepaid insurance 356 455 Deferred costs 5 206 Prepaid taxes 73 105 Interest receivable 29 63 Other 42 22 Total $ 1,644 $ 2,098 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment | 8. Property, Plant and Equipment Property, plant and equipment consist of the following (in thousands): December 31, 2016 December 31, 2015 Leasehold improvements $ 14,592 $ 13,306 Equipment 15,214 13,758 Furniture and fixtures 3,218 2,808 Construction in progress 1,264 425 Total property, plant and equipment 34,288 30,297 Less: accumulated depreciation (19,332 ) (16,496 ) Property, plant and equipment, net $ 14,956 $ 13,801 Depreciation expense totaled approximately $3,269,000, $2,996,000 and $2,594,000 in the fiscal years ended December 31, 2016, 2015 and 2014, respectively. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities | 9. Accrued Liabilities Accrued liabilities consist of the following (in thousands): December 31, 2016 December 31, 2015 Employee compensation $ 5,586 $ 4,680 Taxes 1,692 166 Current portion of contingent consideration 6,119 4,480 Professional fees 411 269 Unearned revenue 408 258 Other accrued expenses 1,798 2,204 Total $ 16,014 $ 12,057 |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Senior Notes | 10. Convertible Senior Notes The carrying value of the Company’s convertible senior notes is as follows: December 31, 2016 December 31, 2015 2.125% Convertible Senior Notes due 2021: Principal amount $ 115,000 $ — Unamortized debt discount (16,777 ) — Unamortized debt issuance costs (2,951 ) — Total convertible senior notes $ 95,272 $ — On May 24, 2016, the Company issued $115 million aggregate principal amount of its 2.125% Convertible Senior Notes due 2021 (the “Notes”). The net proceeds from the sale of the Notes, after deducting the underwriting discounts and commissions and other related offering expenses, were approximately $111.1 million. The Notes bear interest at the rate of 2.125% per annum, payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2016. The Notes will mature on June 1, 2021, unless earlier repurchased, redeemed or converted in accordance with their terms. Prior to March 1, 2021, the Notes will be convertible at the option of holders of the Notes only upon satisfaction of certain conditions and during certain periods, and thereafter, the notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, holders of the Notes will receive shares of the Company’s common stock, cash or a combination thereof, at the Company’s election. It is the Company’s current intent and policy to settle all conversions through combination settlement, which involves satisfying the principal amount outstanding with cash and any note conversion value over the principal amount in shares of the Company’s common stock. The conversion rate for the Notes will initially be 31.1813 shares of the Company’s common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $32.07 per common share, and is subject to adjustment under the terms of the Notes. Holders of the Notes may require the Company to repurchase their Notes upon the occurrence of a fundamental change prior to maturity for cash at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. The Company will not have the right to redeem the Notes prior to June 5, 2019, but may redeem the Notes, at its option, in whole or in part, on any business day on or after June 5, 2019 and prior to the maturity date if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides written notice of redemption. The redemption price will be equal to 100% of the principal amount of the principal amount of Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. The Notes contain customary terms and events of default. If an event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, the holders of at least 25% in aggregate principal amount of the outstanding Notes may declare 100% of the principal of, and any accrued and unpaid interest on, all of the Notes to be due and payable. Upon the occurrence of certain events of bankruptcy, insolvency or reorganization involving the Company, 100% of the principal of and accrued and unpaid interest, if any, on all of the Notes will become due and payable automatically. Notwithstanding the foregoing, the Notes provide that, to the extent the Company elects and for up to 270 days, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants consist exclusively of the right to receive additional interest on the Notes. The Company is not aware of any events of default, current events or market conditions that would allow holders to call or convert the Notes as of December 31, 2016. The cash conversion feature of the Notes required bifurcation from the Notes and was initially accounted for as an equity instrument classified to stockholders’ equity, as the conversion feature was determined to be clearly and closely related to the Company’s stock. Based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry and asset base and with similar maturity, the Company estimated the implied interest rate, assuming no conversion option. Assumptions used in the estimate represent what market participants would use in pricing the liability component, including market interest rates, credit standing, and yield curves, all of which are defined as Level 2 observable inputs. The estimated implied interest rate was applied to the Notes, which resulted in a fair value of the liability component of $96,289,000 upon issuance, calculated as the present value of implied future payments based on the $115 million aggregate principal amount. The equity component of the Notes was recognized as a debt discount, recorded in additional paid-in capital, and represents the difference between the aggregate principal of the Notes and the fair value of the Notes without conversion option on their issuance date. The debt discount is amortized to interest expense using the effective interest method over five years, or the life of the Notes. The Company assesses the equity classification of the cash conversion feature quarterly, and it is not remeasured as long as it continues to meet the conditions for equity classification. Interest expense recognized on the Notes during the year ended December 31, 2016 includes $1,473,000, $1,934,000 and $340,000 for the contractual coupon interest, the accretion of the debt discount and the amortization of the debt issuance costs, respectively. The effective interest rate on the Notes is 6.6%, which includes the interest on the Notes, amortization of the debt discount and debt issuance costs. As of December 31, 2016, the carrying value of the Notes was approximately $95.3 million and the fair value of the principal was approximately $135.6 million. The fair value of the Notes was determined based on the most recent trade activity of the Notes as of December 31, 2016. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss) | 11. Accumulated Other Comprehensive Income (Loss) Changes in accumulated other comprehensive income (loss) consisted of the following for the years ended December 31, 2016 and 2015 (in thousands): Unrealized gain (loss) Foreign currency Total Balance as of December 31, 2014 (33 ) (5,740 ) (5,773 ) Other comprehensive income (loss) 22 (2,815 ) (2,793 ) Balance as of December 31, 2015 (11 ) (8,555 ) (8,566 ) Other comprehensive income (loss) 6 (5,189 ) (5,183 ) Balance as of December 31, 2016 $ (5 ) $ (13,744 ) $ (13,749 ) |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Employee Benefit Plans | 12. 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 $184,000, $141,000 and $107,000 in the fiscal years ended December 31, 2016, 2015 and 2014, respectively. In Sweden, the Company contributes to a government-mandated occupational pension plan that is a qualified defined contribution plan. All employees in Sweden are eligible for this pension plan. The Company pays premiums to a third party occupational pension specialist who administers the pension plan. These premiums are based on various factors including each employee’s age, salary, employment history and selected benefits in the pension plan. When an employee terminates or retires, these premium payments cease for that employee and the Company has no further pension-related obligations for that employee. For the fiscal years ended December 31, 2016, 2015 and 2014, the Company contributed approximately $519,000, $485,000 and $493,000, respectively, to the pension plan. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Selected Quarterly Financial Data (Unaudited) | 13. 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, (in thousands, except per share amounts) Revenue: Product revenue $ 25,500 $ 24,677 $ 29,170 $ 25,094 $ 21,449 $ 19,814 $ 21,457 $ 20,816 Royalty and other revenue 100 — — — — — — — Total revenue 25,600 24,677 29,170 25,094 21,449 19,814 21,457 20,816 Operating expenses: Cost of product revenue 12,162 11,242 12,644 11,069 10,148 8,444 8,586 8,073 Cost of royalty and other revenue — — — — — — — — Research and development 2,040 1,886 1,890 1,539 1,431 1,490 1,252 1,568 Selling, general and administrative 8,568 7,127 8,140 7,018 6,473 5,959 6,242 6,024 Contingent consideration – fair value adjustments (75 ) 675 637 2,005 1,969 233 768 1,112 Total operating expenses 22,695 20,930 23,311 21,631 20,021 16,126 16,848 16,777 Income from operations 2,905 3,747 5,859 3,463 1,428 3,688 4,609 4,039 Investment income 112 97 76 61 44 37 19 36 Interest expense (1,570 ) (1,555 ) (638 ) (5 ) (8 ) (8 ) (8 ) (9 ) Other income (expense) 119 (75 ) 75 (979 ) (270 ) (38 ) (269 ) 132 Income before income taxes 1,566 2,214 5,372 2,540 1,194 3,679 4,351 4,198 Income tax provision (benefit) 3,463 1,059 1,500 915 929 1,141 738 1,269 Net income (loss) $ 5,029 $ 1,155 $ 3,872 $ 1,625 $ 265 $ 2,538 $ 3,613 $ 2,929 Earnings per share: Basic $ 0.15 $ 0.03 $ 0.12 $ 0.05 $ 0.01 $ 0.08 $ 0.11 $ 0.09 Diluted $ 0.15 $ 0.03 $ 0.11 $ 0.05 $ 0.01 $ 0.08 $ 0.11 $ 0.09 Weighted average shares outstanding: Basic 33,833 33,779 33,649 33,025 32,946 32,925 32,870 32,755 Diluted 34,369 34,313 34,175 33,494 33,577 33,690 33,671 33,451 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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 periods. Significant estimates and assumptions by management affect the Company’s revenue recognition for multiple element arrangements, allowance for doubtful accounts, the net realizable value of inventory, estimated fair value of cost method investments, valuations and purchase price allocations related to business combinations, expected future cash flows including growth rates, discount rates, terminal values and other assumptions and estimates used to evaluate the recoverability of long-lived assets, estimated fair values of intangible assets and goodwill, amortization methods and periods, warranty reserves, certain accrued expenses, stock-based compensation, fair value estimates of contingent consideration, contingent liabilities, tax reserves and recoverability of the Company’s net deferred tax assets and related valuation allowance. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. |
Consolidation | Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Repligen Sweden AB, Repligen GmbH, TangenX Technology Corporation and Repligen Singapore Pte. Ltd. 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, including adjustments related to the Company’s intercompany loan with Repligen Sweden and Repligen Sweden’s intercompany loan with Repligen GmbH, are remeasured at each period end and included in accumulated other comprehensive income. |
Revenue Recognition | Revenue Recognition Product Sales The Company’s revenue recognition policy is to recognize revenues from product sales and services in accordance with ASC 605, Revenue Recognition. These standards require that revenues are recognized when persuasive evidence of an arrangement exists, product delivery, including customer acceptance, has occurred or services have been rendered, the price is fixed or determinable and collectability 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. When more than one element such as equipment, consumables, and services are contained in a single arrangement, the Company allocates revenue between the elements based on each element’s relative selling price, provided that each element meets the criteria for treatment as a separate unit of accounting. An item is considered a separate unit of accounting if it has value to the customer on a stand-alone basis. The selling price of the undelivered elements is determined by the price charged when the element is sold separately, or in cases when the item is not sold separately, by third-party evidence of selling price or management’s best estimate of selling price. The Company’s product revenues are from the sale of bioprocessing products, equipment devices, and related consumables used with these equipment devices to customers in the life science and biopharmaceutical industries. On product sales to end customers, revenue is recognized, net of discounts, when both the title and risk of loss have transferred to the customer, as determined by the shipping terms provided there are no uncertainties regarding acceptance, and all obligations have been completed. Generally, our product arrangements for equipment sales are multiple element arrangements, and may include services, such as installation and training, and multiple products, such as consumables and spare parts. In accordance with ASC 605-25, based on terms and conditions of the product arrangements, the Company believes that these services and undelivered products can be accounted for separately from the delivered product element as the delivered products have value to our customers on a standalone basis. Accordingly, revenue for services not yet performed at the time of product shipment are deferred and recognized as such services are performed. The relative selling price of any undelivered products is also deferred at the time of shipment and recognized as revenue when these products are delivered. For product sales to distributors, the Company recognizes revenue for both equipment and consumables upon delivery to the distributor unless direct shipment to the end user is requested. In this case, revenue is recognized upon delivery to the end user’s location. In general, distributors are responsible for shipment to the end customer along with installation, training and acceptance of the equipment by the end customer. Sales to distributors are not contingent upon resale of the product. 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. Furthermore, there is no customer right of return in our sales agreements. Sales returns and warranty issues are infrequent and have not had a material impact on the Company’s financial statements historically. Shipping and handling fees are recorded as a component of product revenue, with the associated costs recorded as a component of cost of product revenue. 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. No expense was recorded related to these warrants through December 31, 2014, as the vesting of these warrants was contingent upon certain performance conditions that were not satisfied. During the year ending December 31, 2014, the warrant’s seven-year term expired. As of January 2014, all rights and obligations have been transferred to BioMarin. Sale of Intellectual Property to BioMarin In January 2014, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with BioMarin Pharmaceutical Inc. (“BioMarin”) to sell Repligen’s histone deacetylase inhibitor (HDACi) portfolio. Pursuant to the terms of the Asset Purchase Agreement, the Company received $2 million from BioMarin as an upfront payment on January 30, 2014 and a $125,675 payment on September 3, 2014 upon completion of the Technology Transfer. The Company is entitled to receive up to $160 million in potential future milestone payments for the development, regulatory approval and commercial sale of portfolio compounds included in the agreement. These potential milestone payments are approximately 37% related to clinical development and 63% related to initial commercial sales in specific geographies. In addition, Repligen is eligible to receive royalties on sales of therapeutic products originating from the HDACi portfolio. The royalty rates are tiered and begin in the mid-single-digits for the first HDACi portfolio product and for the first non-HDACi portfolio product with lesser amounts for any backup products developed under the Asset Purchase Agreement. Repligen’s receipt of these royalties is subject to customary offsets and deductions. There are no refund provisions in this agreement. The Company recognized $2.1 million of revenue in the fiscal year ended December 31, 2014 related to the transfer of the HDACi technology under the Asset Purchase Agreement. Any milestones earned upon specified clinical development or commercial sales events or future royalty payments, under the Asset Purchase Agreement will be recognized as revenue when they are earned. 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 BioMarin agreement: • The assignment by Repligen to BioMarin of the Repligen Technology (“Repligen Know-How” and “Repligen Patents”) and the Scripps Agreement (the “Transferred Assets”); • The transfer of certain notebooks, data, documents, biological materials (if any) and other such documents in our possession that might be useful to further development of the program (the “Technology Transfer”). Two criteria must be met in order for a deliverable to be considered a separate unit of accounting. The first criterion requires that the delivered item or items have value to the customer on a stand-alone basis. The second criterion, which relates to evaluating a general right of return, is not applicable because such a provision does not exist in the Asset Purchase Agreement. 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, BioMarin’s right under the agreement to assign the Transferred Assets, whether any other vendors sell the items separately and if BioMarin 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 multiple-element arrangements guidance addresses how to allocate 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. The Company identified the arrangement consideration to allocate among the units of accounting as the $2.0 million non-refundable up-front payment and the $125,675 payment to be received upon completion of the Technology Transfer. The Company excluded the potential milestone payments provided for in the Asset Purchase Agreement from the arrangement consideration as they were not considered fixed or determinable at the time the Asset Purchase Agreement was signed. Because Repligen had not sold these items on a standalone basis previously, Repligen had no vendor-specific objective evidence of selling price. Furthermore, Repligen did not have detailed third-party evidence of selling price, and as a result we used our best estimate of selling price for each item. In determining these prices, Repligen considered what Repligen 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 up-front arrangement consideration allocated to the Transferred Assets was recognized upon execution of the Asset Purchase Agreement as the risks and rewards associated with the Transferred Assets transferred at that time. The Company used a discounted cash flow analysis to determine the value of the Transferred Assets. Key assumptions in the analysis included: the estimated market size for a compound targeted at Friedreich’s ataxia, the estimated remaining costs of development and time to commercialization, and the probability of successfully developing and commercializing the program. Based on this analysis, the Company allocated $2,115,000 to the value of the Transferred Assets. However, as the recognized revenue is limited to the non-contingent consideration received, the Company recognized $2,000,000, the amount of the up-front payment, as revenue in the three months ended March 31, 2014. The estimated selling price of the Technology Transfer items was approximately $300,000 resulting in consideration allocation of approximately $11,000. However, as this item was not delivered prior to March 31, 2014, the Company did not recognize any revenue related to the Technology Transfer in the three months ended March 31, 2014. Repligen received the payment and recognized $125,675 of other revenues in September 2014 upon completion of the Technology Transfer. The Company believes that 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. In addition to the $2.1 million up-front payment, the Company is also eligible to receive up to $160 million in potential milestone payments from BioMarin comprised of: • Up to $60 million related to the achievement of specified clinical and regulatory milestone events; and • Up to $100 million related to the achievement of specified commercial sales events, specifically the first commercial sale in specific territories. The Company evaluated the potential milestones in accordance with ASC 605-28, which allows an entity to make an accounting policy election 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. This evaluation included an assessment of the risks that must be overcome to achieve the respective milestone as well as whether the achievement of the milestone was due in part to our initial clinical work, the level of effort and investment required to achieve the respective milestone and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement. There is considerable judgment involved in determining whether a milestone satisfies all of the criteria required to conclude that a milestone is substantive. Milestones that are not considered substantive are recognized as earned if there are no remaining performance obligations or over the remaining period of performance, assuming all other revenue recognition criteria are met. The Company believes that the $60 million of specified clinical and regulatory milestone payments are substantive. Therefore, any such milestones achieved will be recognized as revenue when earned. Any milestones achieved upon specified commercial sales events or future royalty payments are considered contingent revenue under the Asset Purchase Agreement, and will be recognized as revenue when they are earned as there are no undelivered elements remaining and no continuing performance obligations under the arrangement. Sale of SecreFlo On December 23, 2014, the Company sold its synthetic human secretin line, SecreFlo, to Innovate Biopharmaceuticals, Inc., or Innovate, pursuant to an asset purchase agreement. Under the terms of the agreement, Repligen received a nominal upfront payment and is eligible to receive royalties on net sales of qualified products for a period beginning on the first commercial sale of such product through the earlier of the expiration of the regulatory exclusivity period for the product or 10 years from its first commercial sale. Pfizer License Agreement In December 2012, the Company entered into an exclusive worldwide licensing agreement (the “License Agreement”) with Pfizer Inc. (“Pfizer”) to advance the spinal muscular atrophy program, or SMA program. Pursuant to the terms of the License Agreement, the Company received $5 million from Pfizer as an upfront payment on January 22, 2013, a $1 million milestone payment on September 4, 2013 and a $1 million milestone payment on December 28, 2014. On January 26, 2015, Pfizer notified the Company that they were terminating the License Agreement for convenience, effective as of April 26, 2015. 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 commercial milestone payments and royalty payments received under license agreements, if any, will be recognized as revenue when they are earned. 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, 2016, the Company’s investments included money market funds and short-term marketable securities. At December 31, 2015, the Company’s investments included money market funds as well as short-term and long-term marketable securities. Short-term 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 at the original date of purchase. The average remaining contractual maturity of marketable securities at December 31, 2016 is approximately 3.9 months. Investments in debt securities consisted of the following at December 31, 2016 (in thousands): Amortized Gross Gross Fair Value Marketable securities: U.S. Government and agency securities $ 807 $ — $ — $ 807 Corporate and other debt securities 18,745 2 (7 ) 18,740 Total $ 19,552 $ 2 $ (7 ) $ 19,547 There were no long-term marketable securities as of December 31, 2016. At December 31, 2016, the Company’s investments included fifteen debt securities in unrealized loss positions with a total unrealized loss of approximately $7,000 and a total fair market value of approximately $9,758,000. 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, 2016, 2015 and 2014. Investments in debt securities consisted of the following at December 31, 2015 (in thousands): Amortized Gross Gross Fair Value Marketable securities: U.S. Government and agency securities $ 7,029 $ — $ (6 ) $ 7,023 Corporate and other debt securities 10,659 7 (7 ) 10,659 17,688 7 (13 ) 17,682 Long-term marketable securities: U.S. Government and agency securities 838 — (2 ) 836 Corporate and other debt securities 800 — (3 ) 797 1,638 — (5 ) 1,633 Total $ 19,326 $ 7 $ (18 ) $ 19,315 The contractual maturities of debt securities at December 31, 2016 were as follows (in thousands): Amortized Fair Value Due in 1 year or less $ 19,552 $ 19,547 $ 19,552 $ 19,547 |
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, 2016. 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, 2016 (in thousands): Fair value measurement at reporting date using: Quoted prices in Significant Significant Total Assets: Money market funds $ 81,819 $ — $ — $ 81,819 U.S. Government and agency securities 808 — — 808 Corporate and other debt securities — 18,740 — 18,740 Total $ 82,627 $ 18,740 $ — $ 101,367 Liabilities: Contingent consideration – short-term — — 6,119 6,119 Total $ — $ — $ 6,119 $ 6,119 As of December 31, 2016, 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 Refine and Atoll business combinations. The Company entered into a settlement agreement and remitted all remaining contingent consideration to BioFlash Partners, LLC (“BioFlash”) in the third quarter of 2016. The contingent consideration related to Refine is valued based on actual 2016 XCell ATF sales. The contingent consideration related to Atoll is valued based on achieving 2016 sales growth metrics. 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, 2016 are primarily attributable to contingent consideration recorded at the date of the Atoll Acquisition in the amount of €836,000 (approximately $928,000), an increase to the expected 2016 Refine milestone payment of $3,048,000, an increase to the expected 2016 Atoll milestone payment of €164,000 (approximately $182,000), a $4,350,000 milestone payment to Refine, a $130,000 minimum royalty payment made to BioFlash, and a final settlement payment of $500,000 to BioFlash, of which $301,000 was previously accrued as contingent consideration and $199,000 was recorded to selling, general and administrative expenses. The following table provides a rollforward of the fair value of contingent consideration (in thousands): Balance at December 31, 2015 $ 6,788 Additions 928 Payments (4,781 ) Foreign currency translation adjustments (58 ) Changes in fair value 3,242 Balance at December 31, 2016 $ 6,119 The following table provides quantitative information associated with the fair value measurement of the Company’s contingent consideration related to Refine using Level 3 inputs (in thousands): Fixed Variable Accrued 2016 4,250 1,300 5,067 The significant unobservable input used in the fair value measurement of Refine’s contingent consideration is actual 2016 revenues. The fair value of the 2016 contingent payment was increased by $3,048,000 during the year as forecasted revenues increased. As of December 31, 2016, the fair value of Atoll’s contingent consideration is €1,000,000 (approximately $1,052,000). The significant unobservable input used in the fair value measurement was actual 2016 revenue growth compared to 2015. The initial valuation of contingent consideration upon the Atoll Acquisition in April 2016 resulted in a fair value of €836,000 (approximately $928,000). The estimated fair value of the contingent payment was increased by €164,000 (approximately $182,000) based on Atoll achieving the targeted revenue growth in 2016. In May 2016, the Company issued $115 million aggregate principal amount of the Notes due June 1, 2021. Interest is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2016. As of December 31, 2016, the carrying value of the Notes was $95.3 million, net of unamortized discount, and the fair value of the Notes was approximately $135.6 million. The fair value of the Notes was determined based on the most recent trade activity of the Notes as of December 31, 2016. The Notes are discussed in more detail in Note 10, “Convertible Senior Notes . There were no remeasurements to fair value during the year ended December 31, 2016 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 $435,000 and $343,000 as of December 31, 2016 and 2015, respectively. The reserve balance at December 31, 2016 and 2015 is sufficient to cover excess or obsolete inventory for the consolidated Company. 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 (in thousands): December 31, December 31, Raw Materials $ 14,954 $ 10,671 Work-in-process 2,789 1,586 Finished products 6,953 5,741 Total $ 24,696 $ 17,998 |
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. |
Property, Plant & Equipment | Property, Plant & Equipment Property, Plant & Equipment is recorded at cost less allowances for depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the asset as follows: Classification Estimated Useful Life Leasehold improvements Shorter of the term of the lease or estimated useful life Equipment Three to eight years Furniture and fixtures Three to eight years |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing net income 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, 2016 2015 2014 Numerator: Net income $ 11,681,000 $ 9,345,000 $ 8,170,000 Denominator: Basic weighted average common shares outstanding 33,572,883 32,881,940 32,497,657 Weighted average common stock equivalents from assumed exercise of stock options and restricted stock awards 526,015 695,151 766,010 Diluted weighted average common shares outstanding 34,098,898 33,577,091 33,263,667 Basic net income per common share $ 0.35 $ 0.28 $ 0.25 Diluted net income per common share $ 0.34 $ 0.28 $ 0.25 At December 31, 2016, there were outstanding options to purchase 1,236,586 shares of the Company’s common stock at a weighted average exercise price of $12.05 per share. For the fiscal year ended December 31, 2016, 381,686 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. As provided by the terms of the indenture underlying the senior convertible notes, the Company has a choice to settle the conversion obligation for the Convertible Notes in cash, shares or any combination of the two. The Company currently intends to settle the par value of the Convertible Notes in cash and any excess conversion premium in shares. The Company applies the provisions of ASC 260, Earnings Per Share, At December 31, 2015, there were outstanding options to purchase 1,240,935 shares of the Company’s common stock at a weighted average exercise price of $10.44 per share. For the fiscal year ended December 31, 2015, 196,209 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, 2014, there were outstanding options to purchase 1,225,117 shares of the Company’s common stock at a weighted average exercise price of $8.31 per share. For the fiscal year ended December 31, 2014, 307,475 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 product revenues by product line (in thousands): December 31, 2016 December 31, 2015 December 31, 2014 Protein products $ 54,716 $ 52,938 $ 43,674 Filtration products 19,774 (2) 15,676 6,739 (1) Chromatography products 29,520 (3) 14,613 9,811 Other 431 310 207 Total product revenues $ 104,441 $ 83,537 $ 60,431 (1) 2014 revenue for filtration products includes revenue related to the Refine Acquisition from June 2, 2014 through December 31, 2014. (2) 2016 revenue for filtration products includes revenue related to the TangenX Acquisition from December 14, 2016 through December 31, 2016. (3) 2016 revenue for chromatography products includes revenue related to the Atoll Acquisition from April 1, 2016 through December 31, 2016. Revenue from protein products includes the Company’s Protein A ligands and cell culture growth factors. Revenue from filtration products includes the Company’s XCell ATF Systems and consumables and Sius filtration products. Revenue from chromatography products includes the Company’s OPUS and OPUS PD chromatography columns, chromatography resins and ELISA test kits. Other revenue primarily consists of freight revenues. The following table represents the Company’s total revenue by geographic area (based on the location of the customer): Years ended December 31, 2016 2015 2014 Sweden 29 % 37 % 38 % United States 39 % 28 % 33 % United Kingdom 7 % 17 % 20 % Other 25 % 18 % 9 % Total 100 % 100 % 100 % The following table represents the Company’s total assets by geographic area (in thousands): December 31, December 31, United States $ 209,728 $ 91,881 Sweden 53,089 54,313 Germany 26,056 — Singapore 40 43 Total $ 288,913 $ 146,237 The following table represents the Company’s long-lived assets by geographic area (in thousands): December 31, December 31, United States $ 77,039 $ 36,350 Sweden 5,180 6,635 Germany 22,541 — Total $ 104,760 $ 42,985 There were no long-lived assets in Singapore as of December 31, 2016 and 2015. |
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, 2016 and 2015, 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, 2016 2015 2014 GE Healthcare 29 % 37 % 38 % MilliporeSigma 28 % 29 % 33 % 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, 2016 December 31, 2015 GE Healthcare 26 % 13 % MilliporeSigma 8 % 32 % Bioprocessing Customer C 1 % 21 % |
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, 2016. There were no goodwill impairment charges during the fiscal years ended December 31, 2016, 2015 and 2014. 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 discounted cash flows expected to result from the use and disposition of the asset. If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. The Company continues to believe that its intangible assets are recoverable at December 31, 2016. Intangible assets consisted of the following at December 31, 2016 (in thousands): Gross Carrying Accumulated Weighted Technology – developed $ 12,911 $ (1,468 ) 17 Patents 240 (208 ) 8 Customer relationships 22,555 (4,995 ) 11 Trademark/ tradename 711 — — Other intangibles 84 (24 ) 2 Total intangible assets $ 36,501 $ (6,695 ) 13 Intangible assets consisted of the following at December 31, 2015 (in thousands): Gross Carrying Accumulated Weighted Technology – developed $ 3,295 $ (1,026 ) 12 In process research and development 1,600 — — Patents 240 (177 ) 8 Customer relationships 11,805 (3,682 ) 9 Trademark/ tradename 700 — — Total intangible assets $ 17,640 $ (4,885 ) 10 Amortization expense for amortized intangible assets was approximately $2,052,000, $1,600,000 and $1,425,000 for the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016, the Company expects to record the approximate amortization expense (in thousands): Year Ending Amortization Expense December 31, 2017 $ 2,845 December 31, 2018 2,657 December 31, 2019 2,624 December 31, 2020 2,311 December 31, 2021 2,022 |
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 Expected volatility Risk-free interest rate Expected dividend yield Estimated forfeiture rates |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest – Imputation of Interest (Topic 835): Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The ASU became effective for public entities for fiscal years beginning after December 15, 2015. The Company applied the amended presentation requirements in conjunction with its issuance of convertible senior notes in the second quarter of 2016. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605, Revenue Recognition Revenue from Contracts with Customers In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory” (“ASU 2015-11”). ASU 2015-11 requires inventory be measured at the lower of cost and net realizable value, and options that currently exist for market value be eliminated. ASU 2015-11 defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The guidance is effective prospectively for reporting periods beginning after December 15, 2016 and interim periods within those fiscal years with early adoption permitted. The Company does not expect the adoption of ASU 2015-11 to have a material impact on its consolidated financial statements, as it currently does not measure any inventory at market value. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires lessees to recognize a right-of-use asset and a lease liability for most leases. Extensive quantitative and qualitative disclosures, including significant judgments made by management, will be required to provide greater insight into the extent of revenue and expense recognized and expected to be recognized from existing contracts. The accounting applied by a lessor is largely unchanged from that applied under the current standard. The standard must be adopted using a modified retrospective transition approach and provides for certain practical expedients. The ASU is effective for public entities for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company has not yet completed its assessment of the impact of the new standard on its consolidated financial statements; however, the Company anticipates that it will recognize right-of-use assets and lease liabilities for leases on its current facilities. In March 2016, the FASB issued ASU No. 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, which aims to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification of certain items on the statement of cash flows and accounting for forfeitures. The ASU is effective for public entities for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company intends to adopt the provisions of this ASU as of January 1, 2017; the Company does not expect the impact of this new standard to have a material effect on its 2017 consolidated financial statements, as the Company will not be required to change its accounting treatment of forfeitures, classification of current awards or cash flow disclosures. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 203): Classification of Certain Cash Receipts and Cash Payments”. ASU No. 2016-15 addresses eight specific cash flow issues and clarifies their presentation and classification in the Statement of Cash Flows. ASU No. 2016-15 is effective for fiscal years beginning after December 15, 2017 and is to be applied retrospectively with early adoption permitted. The Company currently classifies payments up to the amount of its contingent consideration liability recognized at the date of its acquisitions as financing activities, with additional payments classified as operating activities. As a result, the Company does not expect the adoption of ASU 2016-15 to have a material impact on its consolidated financial statements. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments in Debt Securities | Investments in debt securities consisted of the following at December 31, 2016 (in thousands): Amortized Gross Gross Fair Value Marketable securities: U.S. Government and agency securities $ 807 $ — $ — $ 807 Corporate and other debt securities 18,745 2 (7 ) 18,740 Total $ 19,552 $ 2 $ (7 ) $ 19,547 Investments in debt securities consisted of the following at December 31, 2015 (in thousands): Amortized Gross Gross Fair Value Marketable securities: U.S. Government and agency securities $ 7,029 $ — $ (6 ) $ 7,023 Corporate and other debt securities 10,659 7 (7 ) 10,659 17,688 7 (13 ) 17,682 Long-term marketable securities: U.S. Government and agency securities 838 — (2 ) 836 Corporate and other debt securities 800 — (3 ) 797 1,638 — (5 ) 1,633 Total $ 19,326 $ 7 $ (18 ) $ 19,315 |
Contractual Maturities of Debt Securities | The contractual maturities of debt securities at December 31, 2016 were as follows (in thousands): Amortized Fair Value Due in 1 year or less $ 19,552 $ 19,547 $ 19,552 $ 19,547 |
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, 2016 (in thousands): Fair value measurement at reporting date using: Quoted prices in Significant Significant Total Assets: Money market funds $ 81,819 $ — $ — $ 81,819 U.S. Government and agency securities 808 — — 808 Corporate and other debt securities — 18,740 — 18,740 Total $ 82,627 $ 18,740 $ — $ 101,367 Liabilities: Contingent consideration – short-term — — 6,119 6,119 Total $ — $ — $ 6,119 $ 6,119 |
RollForward of Fair Value of Contingent Consideration | The following table provides a rollforward of the fair value of contingent consideration (in thousands): Balance at December 31, 2015 $ 6,788 Additions 928 Payments (4,781 ) Foreign currency translation adjustments (58 ) Changes in fair value 3,242 Balance at December 31, 2016 $ 6,119 |
Schedule of Inventories | Inventories consist of the following (in thousands): December 31, December 31, Raw Materials $ 14,954 $ 10,671 Work-in-process 2,789 1,586 Finished products 6,953 5,741 Total $ 24,696 $ 17,998 |
Reconciliation of Basic and Diluted Shares Amounts | A reconciliation of basic and diluted share amounts is as follows: Years ended December 31, 2016 2015 2014 Numerator: Net income $ 11,681,000 $ 9,345,000 $ 8,170,000 Denominator: Basic weighted average common shares outstanding 33,572,883 32,881,940 32,497,657 Weighted average common stock equivalents from assumed exercise of stock options and restricted stock awards 526,015 695,151 766,010 Diluted weighted average common shares outstanding 34,098,898 33,577,091 33,263,667 Basic net income per common share $ 0.35 $ 0.28 $ 0.25 Diluted net income per common share $ 0.34 $ 0.28 $ 0.25 |
Summary of Product Revenues by Product Line | The following table represents product revenues by product line (in thousands): December 31, 2016 December 31, 2015 December 31, 2014 Protein products $ 54,716 $ 52,938 $ 43,674 Filtration products 19,774 (2) 15,676 6,739 (1) Chromatography products 29,520 (3) 14,613 9,811 Other 431 310 207 Total product revenues $ 104,441 $ 83,537 $ 60,431 (1) 2014 revenue for filtration products includes revenue related to the Refine Acquisition from June 2, 2014 through December 31, 2014. (2) 2016 revenue for filtration products includes revenue related to the TangenX Acquisition from December 14, 2016 through December 31, 2016. (3) 2016 revenue for chromatography products includes revenue related to the Atoll Acquisition from April 1, 2016 through December 31, 2016. |
Total Assets by Geographic Area | The following table represents the Company’s total assets by geographic area (in thousands): December 31, December 31, United States $ 209,728 $ 91,881 Sweden 53,089 54,313 Germany 26,056 — Singapore 40 43 Total $ 288,913 $ 146,237 |
Long Lived Assets by Geographic Area | The following table represents the Company’s long-lived assets by geographic area (in thousands): December 31, December 31, United States $ 77,039 $ 36,350 Sweden 5,180 6,635 Germany 22,541 — Total $ 104,760 $ 42,985 |
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, 2016 2015 2014 GE Healthcare 29 % 37 % 38 % MilliporeSigma 28 % 29 % 33 % |
Intangible assets | Intangible assets consisted of the following at December 31, 2016 (in thousands): Gross Carrying Accumulated Weighted Technology – developed $ 12,911 $ (1,468 ) 17 Patents 240 (208 ) 8 Customer relationships 22,555 (4,995 ) 11 Trademark/ tradename 711 — — Other intangibles 84 (24 ) 2 Total intangible assets $ 36,501 $ (6,695 ) 13 Intangible assets consisted of the following at December 31, 2015 (in thousands): Gross Carrying Accumulated Weighted Technology – developed $ 3,295 $ (1,026 ) 12 In process research and development 1,600 — — Patents 240 (177 ) 8 Customer relationships 11,805 (3,682 ) 9 Trademark/ tradename 700 — — Total intangible assets $ 17,640 $ (4,885 ) 10 |
Schedule of Amortization Expense for Amortized Intangible Assets | As of December 31, 2016, the Company expects to record the approximate amortization expense (in thousands): Year Ending Amortization Expense December 31, 2017 $ 2,845 December 31, 2018 2,657 December 31, 2019 2,624 December 31, 2020 2,311 December 31, 2021 2,022 |
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, 2016 2015 2014 Sweden 29 % 37 % 38 % United States 39 % 28 % 33 % United Kingdom 7 % 17 % 20 % Other 25 % 18 % 9 % Total 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, 2016 December 31, 2015 GE Healthcare 26 % 13 % MilliporeSigma 8 % 32 % Bioprocessing Customer C 1 % 21 % |
Refine Technology, LLC | |
Quantitative Information Associated With Fair Value Measurement of Contingent Consideration | The following table provides quantitative information associated with the fair value measurement of the Company’s contingent consideration related to Refine using Level 3 inputs (in thousands): Fixed Variable Accrued 2016 4,250 1,300 5,067 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant and Equipment | Property, plant and equipment consist of the following (in thousands): December 31, 2016 December 31, 2015 Leasehold improvements $ 14,592 $ 13,306 Equipment 15,214 13,758 Furniture and fixtures 3,218 2,808 Construction in progress 1,264 425 Total property, plant and equipment 34,288 30,297 Less: accumulated depreciation (19,332 ) (16,496 ) Property, plant and equipment, net $ 14,956 $ 13,801 |
Estimated Useful Life | |
Property Plant and Equipment | 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 to eight years |
Acquisitions, Goodwill and Ot25
Acquisitions, Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Changes in Carrying Value of Goodwill | The changes in the carrying value of goodwill for the year ended December 31, 2016 is as follows (in thousands): Balance at December 31, 2015 $ 14,346 Goodwill arising from the Atoll Acquisition 17,077 Goodwill arising from the TangenX Acquisition 29,416 Foreign currency adjustments on goodwill from the Atoll Acquisition (1,291 ) Balance at December 31, 2016 $ 59,548 |
Refine Technology, LLC | |
Consideration Transferred | The total consideration transferred follows (in thousands): Cash consideration, less $66 of working capital adjustments $ 21,170 Value of common stock issued 4,000 Estimated fair value of contingent consideration 1,370 Total consideration transferred $ 26,540 |
Components and Allocation of Purchase Price | The allocation of purchase price was based on the fair value of assets acquired and liabilities assumed as of June 2, 2014. The components and allocation of the purchase price consists of the following amounts (in thousands): Accounts receivable $ 1,647 Inventory 1,003 Other current assets 184 Fixed assets 85 Customer relationships 6,400 Developed technology 2,000 In process research and development (“IPR&D”) 1,600 Trademark and trade name 700 Accounts payable and other liabilities assumed (431 ) Goodwill 13,352 Net assets acquired $ 26,540 |
Unaudited Supplemental Pro Forma Information | The following table presents 2014 unaudited supplemental pro forma information as if the Refine Acquisition had occurred as of January 1, 2014 (in thousands, except per share data): December 31, Total revenue $ 67,330 Net income 9,493 Earnings per share: Basic $ 0.28 Diluted $ 0.27 |
Atoll GmbH | |
Consideration Transferred | The total consideration transferred follows (in thousands): Cash consideration, less $74 of working capital adjustments $ 10,176 Value of common stock issued 14,138 Estimated fair value of contingent consideration 952 Total consideration transferred $ 25,266 |
Components and Allocation of Purchase Price | The components and allocation of the purchase price consists of the following amounts (in thousands): Cash and cash equivalents $ 1,409 Accounts receivable 697 Inventory 155 Other current assets 169 Fixed assets 114 Customer relationships 5,318 Developed technology 2,175 Non-competition agreements 57 Trademark and trade name 11 Deferred tax assets 885 Accounts payable and other liabilities assumed (599 ) Deferred tax liabilities (2,202 ) Goodwill 17,077 Net assets acquired $ 25,266 |
TangenX Technology Corporation | |
Consideration Transferred | The total consideration transferred follows (in thousands): Cash consideration $ 37,532 Less: working capital adjustment (467 ) Net assets acquired $ 37,065 |
Components and Allocation of Purchase Price | The components and allocation of the purchase price consists of the following amounts (in thousands): Cash and cash equivalents $ 1,218 Accounts receivable 459 Other receivables 111 Inventory 936 Other current assets 50 Fixed assets, net 215 Customer relationships 6,192 Developed technology 6,044 Non-competition agreements 21 Trademark and trade name 11 Accounts payable and other liabilities assumed (3,083 ) Deferred tax liabilities (4,525 ) Goodwill 29,416 Net assets acquired $ 37,065 |
Unaudited Supplemental Pro Forma Information | The following table presents unaudited supplemental pro forma information as if the TangenX Acquisition had occurred as of January 1, 2015 (in thousands, except per share data): December 31, 2016 December 31, 2015 Total revenue 110,228 88,437 Net income 5,744 13,208 Earnings per share: Basic $ 0.17 $ 0.40 Diluted $ 0.17 $ 0.39 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income from Operations Before Income Taxes | December 31, 2016 December 31, 2015 December 31, 2014 The components of income from operations before income taxes are as follows: Domestic $ (4,882 ) $ (2,490 ) $ (1,152 ) Foreign 16,574 15,913 12,290 Total $ 11,692 $ 13,423 $ 11,138 |
Provision for Income Taxes | December 31, 2016 December 31, 2015 December 31, 2014 The current and deferred components of the provision for income taxes on operations are as follows: Current $ 4,077 $ 3,745 $ 2,480 Deferred (4,066 ) 333 488 Total $ 11 $ 4,078 $ 2,968 The jurisdictional components of the provision for income taxes on operations are as follows: Federal $ (3,809 ) $ 295 $ 214 State (207 ) 276 (67 ) Foreign 4,027 3,507 2,821 Total $ 11 $ 4,078 $ 2,968 |
Consolidated Deferred Tax Assets (Liabilities) | December 31, 2016 December 31, 2015 Deferred tax assets: Temporary timing differences: Stock compensation $ 1,722 $ 1,079 Contingent consideration 3,333 2,126 Other 1,895 1,150 Total temporary timing differences 6,950 4,355 Net operating loss carryforwards 12,284 12,389 Tax business credits carryforwards 2,036 1,820 Total deferred tax assets 21,270 18,564 Valuation allowance (9,979 ) (18,514 ) Net deferred tax assets $ 11,291 $ 50 Deferred tax liabilities: Goodwill and intangible assets $ (7,346 ) $ (501 ) Conversion option on convertible notes (6,048 ) — Total deferred tax liabilities $ (13,394 ) $ (501 ) Net deferred tax liabilities $ (2,103 ) $ (451 ) |
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, 2016, 2015 and 2014 is as follows (amounts in thousands): Year Ended December 31, 2016 December 31, 2015 December 31, 2014 Income before income taxes $ 11,692 $ 13,423 $ 11,138 Expected tax at statutory rate 3,975 34.0 % 4,564 34.0 % 3,787 34.0 % Adjustments due to: Difference between U.S. and foreign tax (2,031 ) (17.4 %) (1,910 ) (14.2 %) (1,471 ) (13.2 %) State income and franchise taxes (326 ) (2.8 %) 563 4.2 % 122 1.1 % Business tax credits (236 ) (2.0 %) (115 ) (0.9 %) — — Permanent differences 567 4.8 % 118 0.9 % (172 ) (1.5 %) Change in valuation allowance (1,981 ) (16.9 %) 1,216 9.1 % 727 6.5 % Other 43 0.4 % (358 ) (2.7 %) (25 ) (0.2 %) Provision (benefit) for income taxes $ 11 0.1 % $ 4,078 30.4 % $ 2,968 26.7 % |
Summary of Tax Returns Periods Subject to Examination by Federal, State and International Taxing Authorities | The Company’s tax returns are subject to examination by federal, state and international taxing authorities for the following periods: Jurisdiction Fiscal years subject to examination United States – federal and state 2013-2016 Sweden 2011-2016 Germany 2012-2016 |
Reconciliation of Unrecognized Tax Benefits | The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): Unrecognized tax benefits at January 1, 2016 1,289 Gross increases – tax positions in prior period 118 Unrecognized tax benefits at December 31, 2016 $ 1,407 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stock-Based Compensation Expense | The following table presents stock-based compensation expense in the Company’s consolidated statements of operations (in thousands): Years ended December 31, 2016 2015 2014 Cost of product revenue $ 341 $ 213 $ 128 Research and development 537 336 185 Selling, general and administrative 3,717 3,049 1,453 Total $ 4,595 $ 3,598 $ 1,766 |
Estimated Weighted Average Assumptions | The fair value of share-based awards granted during the years ended December 31, 2016, 2015 and 2014 were calculated using the following estimated assumptions: 2016 2015 2014 Expected term (years) 6.7 – 7.1 6.6 – 7.2 6.5 Volatility 50.85 – 51.01% 50.09 – 51.89% 51.00 – 51.71% Risk-free interest rate 1.51 – 2.37% 1.67 – 2.03% 1.88 – 2.11% Expected dividend yield — — — |
Summary of Option Activity | Information regarding option activity for the year ended December 31, 2016 under the Plans is summarized below: Options Weighted- Weighted- (in thousands) Aggregate Options outstanding at December 31, 2015 1,054,584 $ 12.28 Granted 183,619 27.12 Exercised (266,863 ) 7.72 Forfeited/cancelled (88,592 ) 10.97 Options outstanding at December 31, 2016 882,748 $ 16.88 6.75 $ 12,733 Options exercisable at December 31, 2016 427,310 $ 11.11 5.23 $ 8,617 Vested and expected to vest at December 31, 2016 (1) 837,660 $ 16.82 6.70 $ 12,140 (1) Represents the number of vested options as of December 31, 2016 plus the number of unvested options expected to vest as of December 31, 2016 based on the unvested outstanding options at December 31, 2016 adjusted for estimated forfeiture rates of 8% for awards granted to non-executive level employees and 3% for awards granted to executive level employees. |
Summary of Restricted Stock Unit Activity | Information regarding restricted stock unit activity for the year ended December 31, 2016 under the Plans is summarized below: Options Weighted- Weighted- (in thousands) Aggregate Restricted stock units outstanding at December 31, 2015 186,351 $ — Granted 251,384 — Exercised (63,017 ) — Forfeited/cancelled (20,880 ) — Restricted stock units outstanding at December 31, 2016 353,838 $ — 9.01 $ 10,905 Restricted stock units exercisable at December 31, 2016 — $ — — $ — Vested and expected to vest at December 31, 2016 (1) 309,229 $ — 9.01 $ 9,530 (1) Represents the number of vested restricted stock units as of December 31, 2016 plus the number of unvested restricted stock units expected to vest as of December 31, 2016 based on the unvested outstanding restricted stock units at December 31, 2016 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, 2016 | |
Obligations Under Non-Cancelable Operating Leases | Obligations under non-cancelable operating leases, including the facility leases discussed above, as of December 31, 2016 are approximately as follows (in thousands): Years Ending Operating Leases December 31, 2017 $ 2,523 December 31, 2018 2,584 December 31, 2019 2,491 December 31, 2020 2,485 December 31, 2021 2,485 Thereafter 1,736 Minimum lease payments $ 14,304 |
Prepaid Expenses and Other Cu29
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2016 December 31, 2015 Equipment maintenance and services $ 586 $ 689 Prepaid VAT 553 558 Prepaid insurance 356 455 Deferred costs 5 206 Prepaid taxes 73 105 Interest receivable 29 63 Other 42 22 Total $ 1,644 $ 2,098 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): December 31, 2016 December 31, 2015 Employee compensation $ 5,586 $ 4,680 Taxes 1,692 166 Current portion of contingent consideration 6,119 4,480 Professional fees 411 269 Unearned revenue 408 258 Other accrued expenses 1,798 2,204 Total $ 16,014 $ 12,057 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Carrying Value of Convertible Senior Notes | The carrying value of the Company’s convertible senior notes is as follows: December 31, 2016 December 31, 2015 2.125% Convertible Senior Notes due 2021: Principal amount $ 115,000 $ — Unamortized debt discount (16,777 ) — Unamortized debt issuance costs (2,951 ) — Total convertible senior notes $ 95,272 $ — |
Accumulated Other Comprehensi32
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Changes in Accumulated Other Comprehensive Income (Loss) | Changes in accumulated other comprehensive income (loss) consisted of the following for the years ended December 31, 2016 and 2015 (in thousands): Unrealized gain (loss) Foreign currency Total Balance as of December 31, 2014 (33 ) (5,740 ) (5,773 ) Other comprehensive income (loss) 22 (2,815 ) (2,793 ) Balance as of December 31, 2015 (11 ) (8,555 ) (8,566 ) Other comprehensive income (loss) 6 (5,189 ) (5,183 ) Balance as of December 31, 2016 $ (5 ) $ (13,744 ) $ (13,749 ) |
Selected Quarterly Financial 33
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Consolidated Statements of Operations Information for Each of Previous Eight Quarters | December 31, September 30, June 30, March 31, December 31, September 30, June 30, March 31, (in thousands, except per share amounts) Revenue: Product revenue $ 25,500 $ 24,677 $ 29,170 $ 25,094 $ 21,449 $ 19,814 $ 21,457 $ 20,816 Royalty and other revenue 100 — — — — — — — Total revenue 25,600 24,677 29,170 25,094 21,449 19,814 21,457 20,816 Operating expenses: Cost of product revenue 12,162 11,242 12,644 11,069 10,148 8,444 8,586 8,073 Cost of royalty and other revenue — — — — — — — — Research and development 2,040 1,886 1,890 1,539 1,431 1,490 1,252 1,568 Selling, general and administrative 8,568 7,127 8,140 7,018 6,473 5,959 6,242 6,024 Contingent consideration – fair value adjustments (75 ) 675 637 2,005 1,969 233 768 1,112 Total operating expenses 22,695 20,930 23,311 21,631 20,021 16,126 16,848 16,777 Income from operations 2,905 3,747 5,859 3,463 1,428 3,688 4,609 4,039 Investment income 112 97 76 61 44 37 19 36 Interest expense (1,570 ) (1,555 ) (638 ) (5 ) (8 ) (8 ) (8 ) (9 ) Other income (expense) 119 (75 ) 75 (979 ) (270 ) (38 ) (269 ) 132 Income before income taxes 1,566 2,214 5,372 2,540 1,194 3,679 4,351 4,198 Income tax provision (benefit) 3,463 1,059 1,500 915 929 1,141 738 1,269 Net income (loss) $ 5,029 $ 1,155 $ 3,872 $ 1,625 $ 265 $ 2,538 $ 3,613 $ 2,929 Earnings per share: Basic $ 0.15 $ 0.03 $ 0.12 $ 0.05 $ 0.01 $ 0.08 $ 0.11 $ 0.09 Diluted $ 0.15 $ 0.03 $ 0.11 $ 0.05 $ 0.01 $ 0.08 $ 0.11 $ 0.09 Weighted average shares outstanding: Basic 33,833 33,779 33,649 33,025 32,946 32,925 32,870 32,755 Diluted 34,369 34,313 34,175 33,494 33,577 33,690 33,671 33,451 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Additional Information (Detail) $ / shares in Units, € in Thousands | Dec. 28, 2014USD ($) | Sep. 03, 2014USD ($) | Jan. 30, 2014USD ($) | Sep. 04, 2013USD ($) | Jan. 22, 2013USD ($) | Apr. 06, 2007shares | Sep. 30, 2014USD ($) | Dec. 31, 2016USD ($)Investment$ / sharesshares | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($)$ / sharesshares | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2016USD ($)InvestmentSegment$ / sharesshares | Dec. 31, 2016EUR (€)Segmentshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2016EUR (€)Investmentshares | May 24, 2016USD ($) | Apr. 01, 2016USD ($) | Jun. 02, 2014USD ($) |
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Common stock, shares purchased through issuance of warrants | shares | 150,000 | |||||||||||||||||||||||
Warrant term | 7 years | |||||||||||||||||||||||
Revenue recognized | $ 2,115,000 | |||||||||||||||||||||||
Non-refundable up-front payment | 2,000,000 | |||||||||||||||||||||||
Payment to be received upon signing of agreement | 125,675 | |||||||||||||||||||||||
Revenue recognized under revenue recognition, up front payment | $ 2,000,000 | |||||||||||||||||||||||
Royalty and other revenue | $ 100,000 | $ 100,000 | $ 3,117,000 | |||||||||||||||||||||
Long-term marketable securities, minimum original maturity term | 1 year | 1 year | ||||||||||||||||||||||
Marketable securities, average remaining contractual maturity period | 3 years 10 months 24 days | 3 years 10 months 24 days | ||||||||||||||||||||||
Long-term marketable securities | $ 0 | $ 1,633,000 | $ 0 | $ 1,633,000 | ||||||||||||||||||||
Number of debt securities in unrealized loss positions | Investment | 15 | 15 | 15 | |||||||||||||||||||||
Debt securities in unrealized loss positions, total unrealized loss | $ 7,000 | $ 7,000 | ||||||||||||||||||||||
Debt securities in unrealized loss positions, total fair market value | 9,758,000 | 9,758,000 | ||||||||||||||||||||||
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 | ||||||||||||||||||||||
Increase to milestone payment | (75,000) | $ 675,000 | $ 637,000 | $ 2,005,000 | 1,969,000 | $ 233,000 | $ 768,000 | $ 1,112,000 | 3,242,000 | 4,083,000 | $ 2,072,000 | |||||||||||||
Payment of contingent considerations | 798,000 | 99,000 | ||||||||||||||||||||||
Reserves for excess and obsolete inventory | $ 435,000 | $ 343,000 | $ 435,000 | $ 343,000 | ||||||||||||||||||||
Stock options, outstanding | shares | 882,748 | 1,054,584 | 882,748 | 1,054,584 | 882,748 | |||||||||||||||||||
Stock options, weighted average exercise price | $ / shares | $ 16.88 | $ 12.28 | $ 16.88 | $ 12.28 | ||||||||||||||||||||
Common stock excluded from calculation of diluted earnings per share | shares | 381,686 | 381,686 | 196,209 | 307,475 | ||||||||||||||||||||
Number of operating segment | Segment | 1 | 1 | ||||||||||||||||||||||
Long Lived Assets | $ 104,760,000 | $ 42,985,000 | $ 104,760,000 | $ 42,985,000 | ||||||||||||||||||||
Goodwill impairment | 0 | 0 | $ 0 | |||||||||||||||||||||
Amortization expense | $ 2,052,000 | 1,600,000 | $ 1,425,000 | |||||||||||||||||||||
2.125% Convertible Senior Notes due 2021 | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Principal amount | $ 115,000,000 | |||||||||||||||||||||||
Notes, due date | Jun. 1, 2021 | Jun. 1, 2021 | ||||||||||||||||||||||
Notes, frequency of periodic payment | Semi-annually | Semi-annually | ||||||||||||||||||||||
Notes, date of first required payment | Dec. 1, 2016 | Dec. 1, 2016 | ||||||||||||||||||||||
Total convertible senior notes | 95,272,000 | $ 95,272,000 | ||||||||||||||||||||||
Fair value of convertible senior notes | 135,600,000 | 135,600,000 | ||||||||||||||||||||||
Singapore | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Long Lived Assets | 0 | $ 0 | $ 0 | 0 | ||||||||||||||||||||
Minimum | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Short-term marketable securities, minimum original maturity term | 90 days | 90 days | ||||||||||||||||||||||
Licensing Agreements | Scripps Research Institute | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
License Agreement, initial license fee | $ 300,000 | |||||||||||||||||||||||
Total future milestone payments | $ 4,300,000 | |||||||||||||||||||||||
Common stock, shares issued | shares | 87,464 | 87,464 | ||||||||||||||||||||||
Common stock, shares issued value | $ 300,000 | |||||||||||||||||||||||
Common stock, shares purchased through issuance of warrants | shares | 150,000 | |||||||||||||||||||||||
Warrant term | 7 years | |||||||||||||||||||||||
Technology Transfer | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Revenue recognized | $ 0 | |||||||||||||||||||||||
Estimated selling price | 300,000 | 300,000 | ||||||||||||||||||||||
Consideration allocated to transaction | 11,000 | 11,000 | ||||||||||||||||||||||
Royalty and other revenue | $ 125,675 | |||||||||||||||||||||||
Non-software License Arrangement | Pfizer Incorporation | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Upfront payment received under license agreement | $ 5,000,000 | |||||||||||||||||||||||
Milestone Payment | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||
Atoll GmbH | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Contingent consideration fair value | $ 952,000 | |||||||||||||||||||||||
Atoll GmbH | Significant unobservable inputs (Level 3) | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Contingent consideration fair value | 1,052,000 | 1,052,000 | € 1,000 | |||||||||||||||||||||
Atoll GmbH | Milestone Payments | Significant unobservable inputs (Level 3) | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Increase to milestone payment | 182,000 | € 164 | ||||||||||||||||||||||
Contingent consideration fair value | 928,000 | 928,000 | € 836 | |||||||||||||||||||||
Refine Technology, LLC | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Contingent consideration fair value | $ 952,000 | 952,000 | $ 1,370,000 | $ 1,370,000 | ||||||||||||||||||||
Refine Technology, LLC | Milestone Payments | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Increase to milestone payment | 3,048,000 | |||||||||||||||||||||||
Payment of contingent considerations | 4,350,000 | $ 1,000,000 | ||||||||||||||||||||||
Contingent consideration fair value | $ 1,370,000 | |||||||||||||||||||||||
Refine Technology, LLC | Milestone Payments | Significant unobservable inputs (Level 3) | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Increase to milestone payment | 3,048,000 | |||||||||||||||||||||||
Bio Flash | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Payment of contingent considerations | 500,000 | |||||||||||||||||||||||
Bio Flash | Minimum | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Royalty payment | 130,000,000 | |||||||||||||||||||||||
Bio Flash | Selling, general and administrative | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Payment of contingent considerations | 199,000 | |||||||||||||||||||||||
Bio Flash | Contingent Consideration | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Payment of contingent considerations | $ 301,000 | |||||||||||||||||||||||
Option To Purchase Common Stock | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Stock options, outstanding | shares | 1,236,586 | 1,240,935 | 1,236,586 | 1,240,935 | 1,225,117 | 1,236,586 | ||||||||||||||||||
Stock options, weighted average exercise price | $ / shares | $ 12.05 | $ 10.44 | $ 12.05 | $ 10.44 | $ 8.31 | |||||||||||||||||||
Employee Stock Option | Awards Granted to Non-Executive Level Employees | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Estimated forfeiture rates | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||
Employee Stock Option | Awards Granted to Executive Level Employees | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Estimated forfeiture rates | 3.00% | 3.00% | 3.00% | 3.00% | ||||||||||||||||||||
Non-Employee Directors | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Estimated forfeiture rates | 0.00% | |||||||||||||||||||||||
Clinical Development | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Milestone Payment | $ 60,000,000 | |||||||||||||||||||||||
Potential milestone payments to be received | $ 60,000,000 | $ 60,000,000 | ||||||||||||||||||||||
Royalty term | 10 years | 10 years | ||||||||||||||||||||||
Initial Commercial Sales | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Potential milestone payments to be received | $ 100,000,000 | $ 100,000,000 | ||||||||||||||||||||||
BioMarin Pharmaceutical, Inc. | Asset Purchase Agreement | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Upfront payment received under license agreement | $ 2,000,000 | |||||||||||||||||||||||
Potential milestone payments to be received | $ 160,000,000 | |||||||||||||||||||||||
Provision for refund | 0 | |||||||||||||||||||||||
Revenue recognized | $ 2,100,000 | |||||||||||||||||||||||
BioMarin Pharmaceutical, Inc. | Clinical Development | Asset Purchase Agreement | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Percentage relate to clinical development from Milestone payment | 37.00% | |||||||||||||||||||||||
BioMarin Pharmaceutical, Inc. | Initial Commercial Sales | Asset Purchase Agreement | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Percentage relate to clinical development from Milestone payment | 63.00% | |||||||||||||||||||||||
BioMarin Pharmaceutical, Inc. | Technology Transfer Payments | Asset Purchase Agreement | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||
Milestone Payment | $ 125,675 |
Investments in Marketable Secur
Investments in Marketable Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 19,552 | $ 19,326 |
Gross Unrealized Gain | 7 | |
Gross Unrealized Loss | (18) | |
Fair Value | 19,547 | 19,315 |
Marketable securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 19,552 | 17,688 |
Gross Unrealized Gain | 2 | 7 |
Gross Unrealized Loss | (7) | (13) |
Fair Value | 19,547 | 17,682 |
Marketable securities | U.S. Government and agency securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 807 | 7,029 |
Gross Unrealized Loss | (6) | |
Fair Value | 807 | 7,023 |
Marketable securities | Corporate and other debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 18,745 | 10,659 |
Gross Unrealized Gain | 2 | 7 |
Gross Unrealized Loss | (7) | (7) |
Fair Value | $ 18,740 | 10,659 |
Long-term marketable securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 1,638 | |
Gross Unrealized Loss | (5) | |
Fair Value | 1,633 | |
Long-term marketable securities | U.S. Government and agency securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 838 | |
Gross Unrealized Loss | (2) | |
Fair Value | 836 | |
Long-term marketable securities | Corporate and other debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 800 | |
Gross Unrealized Loss | (3) | |
Fair Value | $ 797 |
Contractual Maturities of Marke
Contractual Maturities of Marketable Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Due in 1 year or less | $ 19,552 | |
Amortized Cost | 19,552 | $ 19,326 |
Due in 1 year or less | 19,547 | |
Fair Value | $ 19,547 | $ 19,315 |
Major Category of Assets Measur
Major Category of Assets Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring $ in Thousands | Dec. 31, 2016USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Assets | $ 101,367 |
Liabilities | 6,119 |
Money market funds | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Assets | 81,819 |
U.S. Government and agency securities | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Assets | 808 |
Corporate and other debt securities | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Assets | 18,740 |
Contingent consideration - short-term | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Liabilities | 6,119 |
Quoted prices in active markets for identical assets (Level 1) | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Assets | 82,627 |
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 | 81,819 |
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 | 808 |
Significant other observable inputs (Level 2) | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Assets | 18,740 |
Significant other observable inputs (Level 2) | Corporate and other debt securities | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Assets | 18,740 |
Significant unobservable inputs (Level 3) | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Liabilities | 6,119 |
Significant unobservable inputs (Level 3) | Contingent consideration - short-term | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Liabilities | $ 6,119 |
Rollforward of Fair Value of Co
Rollforward of Fair Value of Contingent Consideration (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2015 | $ 6,788 |
Additions | 928 |
Payments | (4,781) |
Foreign currency translation adjustments | (58) |
Changes in fair value | 3,242 |
Balance at December 31, 2016 | $ 6,119 |
Quantitative Information Associ
Quantitative Information Associated With Fair Value Measurement of Contingent Consideration (Detail) - Refine Technology, LLC - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2014 | Jun. 02, 2014 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Accrued Balance | $ 952,000 | $ 1,370,000 | $ 1,370,000 |
Milestone Payments | |||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Accrued Balance | $ 1,370,000 | ||
Significant unobservable inputs (Level 3) | Milestone Payments | Scenario, Actual | |||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Fixed Earn-out | 4,250,000 | ||
Variable Earn-out | 1,300,000 | ||
Accrued Balance | $ 5,067,000 |
Schedule of Inventories (Detail
Schedule of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
Raw materials | $ 14,954 | $ 10,671 |
Work-in-process | 2,789 | 1,586 |
Finished products | 6,953 | 5,741 |
Total | $ 24,696 | $ 17,998 |
Estimated Useful Life of Assets
Estimated Useful Life of Assets (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
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 | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 8 years |
Reconciliation of Basic and Dil
Reconciliation of Basic and Diluted Shares Amounts (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator: | |||||||||||
Net income | $ 5,029 | $ 1,155 | $ 3,872 | $ 1,625 | $ 265 | $ 2,538 | $ 3,613 | $ 2,929 | $ 11,681 | $ 9,345 | $ 8,170 |
Denominator: | |||||||||||
Basic weighted average common shares outstanding | 33,833,000 | 33,779,000 | 33,649,000 | 33,025,000 | 32,946,000 | 32,925,000 | 32,870,000 | 32,755,000 | 33,572,883 | 32,881,940 | 32,497,657 |
Weighted average common stock equivalents from assumed exercise of stock options and restricted stock awards | 526,015 | 695,151 | 766,010 | ||||||||
Diluted weighted average common shares outstanding | 34,369,000 | 34,313,000 | 34,175,000 | 33,494,000 | 33,577,000 | 33,690,000 | 33,671,000 | 33,451,000 | 34,098,898 | 33,577,091 | 33,263,667 |
Basic net income per common share | $ 0.15 | $ 0.03 | $ 0.12 | $ 0.05 | $ 0.01 | $ 0.08 | $ 0.11 | $ 0.09 | $ 0.35 | $ 0.28 | $ 0.25 |
Diluted net income per common share | $ 0.15 | $ 0.03 | $ 0.11 | $ 0.05 | $ 0.01 | $ 0.08 | $ 0.11 | $ 0.09 | $ 0.34 | $ 0.28 | $ 0.25 |
Summary of Product Revenues by
Summary of Product Revenues by Product Line (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Revenue from External Customer [Line Items] | |||||||||||||
Product revenue | $ 25,500 | $ 24,677 | $ 29,170 | $ 25,094 | $ 21,449 | $ 19,814 | $ 21,457 | $ 20,816 | $ 104,441 | $ 83,537 | $ 60,431 | ||
Protein products | |||||||||||||
Revenue from External Customer [Line Items] | |||||||||||||
Product revenue | 54,716 | 52,938 | 43,674 | ||||||||||
Filtration products | |||||||||||||
Revenue from External Customer [Line Items] | |||||||||||||
Product revenue | 19,774 | [1] | 15,676 | 6,739 | [2] | ||||||||
Chromatography products | |||||||||||||
Revenue from External Customer [Line Items] | |||||||||||||
Product revenue | 29,520 | [3] | 14,613 | 9,811 | |||||||||
Other | |||||||||||||
Revenue from External Customer [Line Items] | |||||||||||||
Product revenue | $ 431 | $ 310 | $ 207 | ||||||||||
[1] | 2016 revenue for filtration products includes revenue related to the TangenX Acquisition from December 14, 2016 through December 31, 2016. | ||||||||||||
[2] | 2014 revenue for filtration products includes revenue related to the Refine Acquisition from June 2, 2014 through December 31, 2014. | ||||||||||||
[3] | 2016 revenue for chromatography products includes revenue related to the Atoll Acquisition from April 1, 2016 through December 31, 2016. |
Percentage of Revenue by Geogra
Percentage of Revenue by Geographic Area (Detail) - Geographic Concentration Risk - Total Revenue | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Concentration Risk [Line Items] | |||
Revenues, percentage by country | 100.00% | 100.00% | 100.00% |
Sweden | |||
Concentration Risk [Line Items] | |||
Revenues, percentage by country | 29.00% | 37.00% | 38.00% |
United States | |||
Concentration Risk [Line Items] | |||
Revenues, percentage by country | 39.00% | 28.00% | 33.00% |
United Kingdom | |||
Concentration Risk [Line Items] | |||
Revenues, percentage by country | 7.00% | 17.00% | 20.00% |
Other | |||
Concentration Risk [Line Items] | |||
Revenues, percentage by country | 25.00% | 18.00% | 9.00% |
Total Assets by Geographic Area
Total Assets by Geographic Area (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Asset | $ 288,913 | $ 146,237 |
United States | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Asset | 209,728 | 91,881 |
Sweden | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Asset | 53,089 | 54,313 |
Germany | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Asset | 26,056 | |
Singapore | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Asset | $ 40 | $ 43 |
Long Lived Assets by Geographic
Long Lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long Lived Assets | $ 104,760 | $ 42,985 |
United States | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long Lived Assets | 77,039 | 36,350 |
Sweden | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long Lived Assets | 5,180 | $ 6,635 |
Germany | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long Lived Assets | $ 22,541 |
Percentage of Revenue from Sign
Percentage of Revenue from Significant Customers (Detail) - Customer Concentration Risk - Sales Revenue | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
GE Healthcare | |||
Revenue, Major Customer [Line Items] | |||
Revenue from significant customers as a percentage of total revenue | 29.00% | 37.00% | 38.00% |
MilliporeSigma | |||
Revenue, Major Customer [Line Items] | |||
Revenue from significant customers as a percentage of total revenue | 28.00% | 29.00% | 33.00% |
Percentage of Accounts Receivab
Percentage of Accounts Receivable by Significant Customers (Detail) - Customer Concentration Risk - Accounts Receivable | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
GE Healthcare | ||
Concentration Risk [Line Items] | ||
Accounts receivable, percentage by customer | 26.00% | 13.00% |
MilliporeSigma | ||
Concentration Risk [Line Items] | ||
Accounts receivable, percentage by customer | 8.00% | 32.00% |
Bioprocessing Customer C | ||
Concentration Risk [Line Items] | ||
Accounts receivable, percentage by customer | 1.00% | 21.00% |
Other Intangible Assets (Detail
Other Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 36,501 | $ 17,640 |
Accumulated Amortization | $ (6,695) | $ (4,885) |
Weighted Average Useful Life (in years) | 13 years | 10 years |
Technology - developed | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 12,911 | $ 3,295 |
Accumulated Amortization | $ (1,468) | $ (1,026) |
Weighted Average Useful Life (in years) | 17 years | 12 years |
Patents | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 240 | $ 240 |
Accumulated Amortization | $ (208) | $ (177) |
Weighted Average Useful Life (in years) | 8 years | 8 years |
Customer relationships | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 22,555 | $ 11,805 |
Accumulated Amortization | $ (4,995) | $ (3,682) |
Weighted Average Useful Life (in years) | 11 years | 9 years |
Other intangibles | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 84 | |
Accumulated Amortization | $ (24) | |
Weighted Average Useful Life (in years) | 2 years | |
In process research and development ("IPR&D") | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount, indefinite lived intangible assets | $ 1,600 | |
Trademark/ tradename | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount, indefinite lived intangible assets | $ 711 | $ 700 |
Amortization Expense for Amorti
Amortization Expense for Amortized Intangible Assets (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Amortization Expense, December 31, 2017 | $ 2,845 |
Amortization Expense, December 31, 2018 | 2,657 |
Amortization Expense, December 31, 2019 | 2,624 |
Amortization Expense, December 31, 2020 | 2,311 |
Amortization Expense, December 31, 2021 | $ 2,022 |
Acquisitions, Goodwill and Ot51
Acquisitions, Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Dec. 14, 2016 | Apr. 01, 2016 | Jun. 02, 2014 | Dec. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||||
Business acquisition, common stock shares issued, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Business acquisition, upfront payment | $ 21,236 | |||||||
Finite lived intangible asset, useful life | 13 years | 10 years | ||||||
Goodwill | $ 59,548 | $ 59,548 | $ 14,346 | |||||
Payment of contingent considerations | $ 798 | $ 99 | ||||||
Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite lived intangible asset, useful life | 11 years | 9 years | ||||||
Technology - developed | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite lived intangible asset, useful life | 17 years | 12 years | ||||||
Atoll GmbH | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, common stock shares issued | 538,700 | |||||||
Business acquisition, common stock shares issued, par value | $ 0.01 | |||||||
Business acquisition, common stock shares issued, value | $ 14,138 | |||||||
Business combination, consideration transferred | 25,266 | |||||||
Business acquisition, upfront payment | 10,176 | |||||||
Working capital adjustment on purchase price | 74 | |||||||
Business acquisition, maximum potential contingent payment | 1,100 | |||||||
Business acquisition, estimated fair value of contingent consideration | 952 | |||||||
Business acquisition, fair value of the net assets acquired | 25,266 | |||||||
Business acquisition, transaction costs | 1,279 | |||||||
Goodwill | 17,077 | |||||||
Atoll GmbH | Up Front Payment | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, upfront payment | 10,200 | |||||||
Atoll GmbH | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of acquired finite lived intangible assets | $ 5,318 | |||||||
Finite lived intangible asset, useful life | 13 years | |||||||
Atoll GmbH | Technology - developed | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of acquired finite lived intangible assets | $ 2,175 | |||||||
Finite lived intangible asset, useful life | 14 years | |||||||
Atoll GmbH | Non-competition agreements | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of acquired finite lived intangible assets | $ 57 | |||||||
Finite lived intangible asset, useful life | 2 years | |||||||
Atoll GmbH | Trademark/ tradename | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of acquired finite lived intangible assets | $ 11 | |||||||
Finite lived intangible asset, useful life | 2 years | |||||||
TangenX Technology Corporation | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, consideration transferred | $ 37,065 | |||||||
Business acquisition, upfront payment | 37,532 | |||||||
Working capital adjustment on purchase price | 467 | |||||||
Business acquisition, fair value of the net assets acquired | 37,065 | |||||||
Business acquisition, transaction costs | 935 | |||||||
Goodwill | 29,416 | |||||||
Business acquisition, revenue | 119 | |||||||
TangenX Technology Corporation | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of acquired finite lived intangible assets | $ 6,192 | |||||||
Finite lived intangible asset, useful life | 13 years | |||||||
TangenX Technology Corporation | Technology - developed | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of acquired finite lived intangible assets | $ 6,044 | |||||||
Finite lived intangible asset, useful life | 20 years | |||||||
TangenX Technology Corporation | Non-competition agreements | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of acquired finite lived intangible assets | $ 21 | |||||||
Finite lived intangible asset, useful life | 5 years | |||||||
TangenX Technology Corporation | Trademark/ tradename | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of acquired finite lived intangible assets | $ 11 | |||||||
Finite lived intangible asset, useful life | 2 years | |||||||
Refine Technology, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, common stock shares issued | 215,285 | |||||||
Business acquisition, common stock shares issued, par value | $ 0.01 | |||||||
Business acquisition, common stock shares issued, value | $ 4,000 | $ 14,135 | 4,000 | |||||
Business combination, consideration transferred | 26,540 | |||||||
Business acquisition, upfront payment | 21,170 | 44,614 | 21,236 | |||||
Working capital adjustment on purchase price | 66 | 66 | ||||||
Business acquisition, estimated fair value of contingent consideration | 1,370 | 952 | $ 1,370 | 952 | 1,370 | |||
Business acquisition, fair value of the net assets acquired | 26,540 | |||||||
Business acquisition, transaction costs | 818 | |||||||
Fair value of acquired finite lived intangible assets | 19,829 | 9,100 | $ 19,829 | 9,100 | ||||
Goodwill | 13,352 | |||||||
Business acquisition, revenue | 6,793 | |||||||
Fair value of acquired indefinite lived intangible assets | $ 1,600 | $ 1,600 | ||||||
Goodwill expected deductible period for tax purposes | 15 years | |||||||
Refine Technology, LLC | Up Front Payment | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, upfront payment | 21,236 | |||||||
Refine Technology, LLC | Milestone Payments | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, maximum potential contingent payment | 10,900 | $ 9,900 | $ 9,900 | |||||
Business acquisition, estimated fair value of contingent consideration | 1,370 | |||||||
Payment of contingent considerations | $ 4,350 | $ 1,000 | ||||||
Refine Technology, LLC | Resolution, Withdrawal or Settlement of Certain Patent Disputes | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, maximum potential contingent payment | 7,500 | |||||||
Refine Technology, LLC | Transition Services Agreement | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, other consideration transferred | 774 | |||||||
Refine Technology, LLC | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of acquired finite lived intangible assets | $ 6,400 | |||||||
Finite lived intangible asset, useful life | 10 years | |||||||
Refine Technology, LLC | Technology - developed | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of acquired finite lived intangible assets | $ 2,000 | |||||||
Finite lived intangible asset, useful life | 15 years | |||||||
Refine Technology, LLC | Trademark/ tradename | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of acquired indefinite lived intangible assets | $ 700 | |||||||
Refine Technology, LLC | In process research and development ("IPR&D") | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of acquired indefinite lived intangible assets | $ 1,600 |
Consideration Transferred (Deta
Consideration Transferred (Detail) - USD ($) $ in Thousands | Dec. 14, 2016 | Apr. 01, 2016 | Jun. 02, 2014 | Dec. 31, 2016 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||
Cash consideration | $ 21,236 | ||||
Atoll GmbH | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 10,176 | ||||
Value of common stock issued | 14,138 | ||||
Working capital adjustment | (74) | ||||
Estimated fair value of contingent consideration | 952 | ||||
Total consideration transferred | $ 25,266 | ||||
TangenX Technology Corporation | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 37,532 | ||||
Working capital adjustment | (467) | ||||
Total consideration transferred | $ 37,065 | ||||
Refine Technology, LLC | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 21,170 | $ 44,614 | 21,236 | ||
Value of common stock issued | 4,000 | 14,135 | 4,000 | ||
Working capital adjustment | (66) | (66) | |||
Estimated fair value of contingent consideration | 1,370 | $ 952 | $ 1,370 | ||
Total consideration transferred | $ 26,540 |
Consideration Transferred (Pare
Consideration Transferred (Parenthetical) (Detail) - USD ($) $ in Thousands | Apr. 01, 2016 | Jun. 02, 2014 | Dec. 31, 2014 |
Atoll GmbH | |||
Business Acquisition [Line Items] | |||
Working capital adjustment | $ 74 | ||
Refine Technology, LLC | |||
Business Acquisition [Line Items] | |||
Working capital adjustment | $ 66 | $ 66 |
Components and Allocation of Pu
Components and Allocation of Purchase Price (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 14, 2016 | Apr. 01, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 02, 2014 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 59,548 | $ 14,346 | ||||
Atoll GmbH | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | $ 1,409 | |||||
Accounts receivable | 697 | |||||
Inventory | 155 | |||||
Other current assets | 169 | |||||
Fixed assets | 114 | |||||
Deferred tax assets | 885 | |||||
Accounts payable and other liabilities assumed | (599) | |||||
Deferred tax liabilities | (2,202) | |||||
Goodwill | 17,077 | |||||
Net assets acquired | 25,266 | |||||
Atoll GmbH | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, intangible assets | 5,318 | |||||
Atoll GmbH | Technology - developed | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, intangible assets | 2,175 | |||||
Atoll GmbH | Non-competition agreements | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, intangible assets | 57 | |||||
Atoll GmbH | Trademark/ tradename | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, intangible assets | $ 11 | |||||
TangenX Technology Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | $ 1,218 | |||||
Accounts receivable | 459 | |||||
Other receivables | 111 | |||||
Inventory | 936 | |||||
Other current assets | 50 | |||||
Fixed assets | 215 | |||||
Accounts payable and other liabilities assumed | (3,083) | |||||
Deferred tax liabilities | (4,525) | (4,525) | ||||
Goodwill | 29,416 | |||||
Net assets acquired | 37,065 | |||||
TangenX Technology Corporation | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, intangible assets | 6,192 | |||||
TangenX Technology Corporation | Technology - developed | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, intangible assets | 6,044 | |||||
TangenX Technology Corporation | Non-competition agreements | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, intangible assets | 21 | |||||
TangenX Technology Corporation | Trademark/ tradename | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, intangible assets | $ 11 | |||||
Refine Technology, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable | 1,267 | $ 1,647 | $ 1,647 | |||
Inventory | 1,003 | |||||
Other current assets | 183 | 184 | 184 | |||
Fixed assets | 85 | |||||
Business combination, intangible assets | 19,829 | 9,100 | ||||
Business combination, indefinite lived intangible assets | 1,600 | |||||
Accounts payable and other liabilities assumed | (3,662) | $ (365) | (431) | |||
Deferred tax liabilities | $ (5,841) | |||||
Goodwill | 13,352 | |||||
Net assets acquired | 26,540 | |||||
Refine Technology, LLC | In process research and development ("IPR&D") | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, indefinite lived intangible assets | 1,600 | |||||
Refine Technology, LLC | Trademark/ tradename | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, indefinite lived intangible assets | 700 | |||||
Refine Technology, LLC | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, intangible assets | 6,400 | |||||
Refine Technology, LLC | Technology - developed | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, intangible assets | $ 2,000 |
Unaudited Supplemental Pro Form
Unaudited Supplemental Pro Forma Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
TangenX Technology Corporation | |||
Business Acquisition [Line Items] | |||
Total revenue | $ 110,228 | $ 88,437 | |
Net income | $ 5,744 | $ 13,208 | |
Basic | $ 0.17 | $ 0.40 | |
Diluted | $ 0.17 | $ 0.39 | |
Refine Technology, LLC | |||
Business Acquisition [Line Items] | |||
Total revenue | $ 67,330 | ||
Net income | $ 9,493 | ||
Basic | $ 0.28 | ||
Diluted | $ 0.27 |
Changes in Carrying Value of Go
Changes in Carrying Value of Goodwill (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Goodwill [Line Items] | |
Balance at December 31, 2015 | $ 14,346 |
Balance at December 31, 2016 | 59,548 |
Atoll GmbH | |
Goodwill [Line Items] | |
Goodwill arising from Acquisition | 17,077 |
Foreign currency adjustments on goodwill from the Atoll Acquisition | (1,291) |
TangenX Technology Corporation | |
Goodwill [Line Items] | |
Goodwill arising from Acquisition | $ 29,416 |
Income from Operations Before I
Income from Operations Before Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Income Before Income Tax [Line Items] | |||||||||||
Domestic | $ (4,882) | $ (2,490) | $ (1,152) | ||||||||
Foreign | 16,574 | 15,913 | 12,290 | ||||||||
Income before income taxes | $ 1,566 | $ 2,214 | $ 5,372 | $ 2,540 | $ 1,194 | $ 3,679 | $ 4,351 | $ 4,198 | $ 11,692 | $ 13,423 | $ 11,138 |
Current and Deferred Income Tax
Current and Deferred Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Line Items] | |||||||||||
Current | $ 4,077 | $ 3,745 | $ 2,480 | ||||||||
Deferred | (4,066) | 333 | 488 | ||||||||
Provision (benefit) for income taxes | $ 3,463 | $ 1,059 | $ 1,500 | $ 915 | $ 929 | $ 1,141 | $ 738 | $ 1,269 | $ 11 | $ 4,078 | $ 2,968 |
Provision for Income Taxes by J
Provision for Income Taxes by Jurisdiction (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Line Items] | |||||||||||
Federal | $ (3,809) | $ 295 | $ 214 | ||||||||
State | (207) | 276 | (67) | ||||||||
Foreign | 4,027 | 3,507 | 2,821 | ||||||||
Provision (benefit) for income taxes | $ 3,463 | $ 1,059 | $ 1,500 | $ 915 | $ 929 | $ 1,141 | $ 738 | $ 1,269 | $ 11 | $ 4,078 | $ 2,968 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) € in Thousands, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016EUR (€) | Dec. 14, 2016USD ($) | Sep. 30, 2015USD ($) | |
Income Taxes [Line Items] | ||||||
Valuation allowance increase (decrease) | $ (8,535) | $ 1,216 | $ 727 | |||
Deferred tax liability resulting from issuance of convertible senior notes | 6,514 | |||||
Deferred tax assets from share-based payments | 1,722 | 1,079 | ||||
Impact of unrecognized tax benefits on effective tax rate | 1,407 | |||||
Interest and penalties related to uncertain tax positions | 16 | |||||
Earnings of foreign subsidiaries permanently reinvest outside the U.S | $ 43,679 | |||||
Latest Tax Year | ||||||
Income Taxes [Line Items] | ||||||
Net operating loss and business tax credit carry forwards expiration date | At various dates through December 2036 | |||||
Generated between 2008 and 2009 | ||||||
Income Taxes [Line Items] | ||||||
Payment to DOR | 1,012 | |||||
Liability for an uncertain tax position | $ 926 | |||||
Domestic Tax Authority | ||||||
Income Taxes [Line Items] | ||||||
Business tax credit carryforward | $ 1,745 | |||||
State | ||||||
Income Taxes [Line Items] | ||||||
Business tax credit carryforward | 442 | |||||
Available to Reduce Future Federal Income Taxes | ||||||
Income Taxes [Line Items] | ||||||
Deferred tax assets from share-based payments | 14,177 | |||||
Reserves for business tax credits | 1,407 | |||||
Available to Reduce Future Federal Income Taxes | General Business Tax Credit Carryforward | ||||||
Income Taxes [Line Items] | ||||||
Business tax credit carryforward | 2,814 | |||||
Research and Development Credit | Generated between 2010 and 2011 | ||||||
Income Taxes [Line Items] | ||||||
Payment to DOR | $ 141 | |||||
TangenX Technology Corporation | ||||||
Income Taxes [Line Items] | ||||||
Deferred tax liabilities | 4,525 | $ 4,525 | ||||
United States | ||||||
Income Taxes [Line Items] | ||||||
Net operating loss carry forwards | 48,550 | |||||
Germany | ||||||
Income Taxes [Line Items] | ||||||
Net operating loss carry forwards | $ 2,407 | € 2,287 |
Consolidated Deferred Tax Asset
Consolidated Deferred Tax Assets (Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Temporary timing differences: | ||
Stock compensation | $ 1,722 | $ 1,079 |
Contingent consideration | 3,333 | 2,126 |
Other | 1,895 | 1,150 |
Total temporary timing differences | 6,950 | 4,355 |
Net operating loss carryforwards | 12,284 | 12,389 |
Tax business credits carryforwards | 2,036 | 1,820 |
Total deferred tax assets | 21,270 | 18,564 |
Valuation allowance | (9,979) | (18,514) |
Net deferred tax assets | 11,291 | 50 |
Deferred tax liabilities: | ||
Goodwill and intangible assets | (7,346) | (501) |
Conversion option on convertible notes | (6,048) | |
Total deferred tax liabilities | (13,394) | (501) |
Net deferred tax liabilities | $ (2,103) | $ (451) |
Reconciliation of Federal Statu
Reconciliation of Federal Statutory Rate to Effective Income Tax Rate (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Rate Reconciliation [Line Items] | |||||||||||
Income before income taxes | $ 1,566 | $ 2,214 | $ 5,372 | $ 2,540 | $ 1,194 | $ 3,679 | $ 4,351 | $ 4,198 | $ 11,692 | $ 13,423 | $ 11,138 |
Expected tax at statutory rate | 3,975 | 4,564 | 3,787 | ||||||||
Adjustments due to: | |||||||||||
Difference between U.S. and foreign tax | (2,031) | (1,910) | (1,471) | ||||||||
State income and franchise taxes | (326) | 563 | 122 | ||||||||
Business tax credits | (236) | (115) | |||||||||
Permanent differences | 567 | 118 | (172) | ||||||||
Change in valuation allowance | (1,981) | 1,216 | 727 | ||||||||
Other | 43 | (358) | (25) | ||||||||
Provision (benefit) for income taxes | $ 3,463 | $ 1,059 | $ 1,500 | $ 915 | $ 929 | $ 1,141 | $ 738 | $ 1,269 | $ 11 | $ 4,078 | $ 2,968 |
Expected tax at statutory rate | 34.00% | 34.00% | 34.00% | ||||||||
Adjustments due to: | |||||||||||
Difference between U.S. and foreign tax | (17.40%) | (14.20%) | (13.20%) | ||||||||
State income and franchise taxes | (2.80%) | 4.20% | 1.10% | ||||||||
Business tax credits | (2.00%) | (0.90%) | |||||||||
Permanent differences | 4.80% | 0.90% | (1.50%) | ||||||||
Change in valuation allowance | (16.90%) | 9.10% | 6.50% | ||||||||
Other | 0.40% | (2.70%) | (0.20%) | ||||||||
Provision (benefit) for income taxes | 0.10% | 30.40% | 26.70% |
Summary of Tax Returns Periods
Summary of Tax Returns Periods Subject to Examination by Federal, State and International Taxing Authorities (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
United States | Earliest Tax Year [Member] | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,013 |
United States | Latest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,016 |
Sweden | Earliest Tax Year [Member] | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,011 |
Sweden | Latest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,016 |
Germany | Earliest Tax Year [Member] | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,012 |
Germany | Latest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,016 |
Reconciliation of Unrecognized
Reconciliation of Unrecognized Tax Benefits (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Unrecognized tax benefits at January 1, 2016 | $ 1,289 |
Gross increases - tax positions in prior period | 118 |
Unrecognized tax benefits at December 31, 2016 | $ 1,407 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Apr. 06, 2007 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2012 |
Stockholders Equity Note Disclosure [Line Items] | |||||
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 | $ 4,595 | $ 3,598 | $ 1,766 | ||
Stock options, outstanding | 882,748 | 1,054,584 | |||
Number of shares available for future grant | 1,821,576 | ||||
Closing price of common stock | $ 30.82 | ||||
Aggregate intrinsic value of stock options exercised | $ 5,043 | $ 3,638 | $ 9,656 | ||
Weighted average grant date fair value of share-based awards granted | $ 14.16 | $ 16.05 | $ 9.45 | ||
Total fair value of stock options vested | $ 1,713 | $ 1,536 | $ 751 | ||
Total unrecognized compensation cost | $ 9,555 | ||||
Unrecognized compensation cost, weighted average remaining requisite service period | 2 years 11 months 19 days | ||||
Number of unvested options and restricted stock units | 719,579 | ||||
Employee Stock Option | Former president and chief executive officer | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Stock-based compensation expense | $ 292 | $ 826 | |||
Employee Stock Option | Former president and chief executive officer | Vested as of April 2016 | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Incentive options, vesting percentage | 50.00% | ||||
Employee Stock Option | Former president and chief executive officer | Vested as of January 2015 | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Incentive options, vesting percentage | 50.00% | ||||
Employee Stock Option | Minimum | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Incentive options, vesting period | 3 years | ||||
Employee Stock Option | Minimum | Vest Over Three Year | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Incentive options, vesting percentage | 20.00% | ||||
Employee Stock Option | Maximum | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Incentive options, vesting period | 5 years | ||||
Incentive options, term | 10 years | ||||
Employee Stock Option | Maximum | Vest Over Five Year | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Incentive options, vesting percentage | 33.00% | ||||
Non-Employee Directors | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Incentive options, vesting period | 1 year | ||||
Option To Purchase Common Stock | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Stock options, outstanding | 1,236,586 | 1,240,935 | 1,225,117 | ||
Unvested Options | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Incentive options, vesting period | 5 years | ||||
Restricted Stock Units (RSUs) | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Incentive options, vesting period | 5 years | ||||
Closing price of common stock | $ 30.82 | ||||
Aggregate intrinsic value of restricted stock units exercised | $ 1,671 | $ 1,304 | $ 819 | ||
Weighted average grant date fair value of restricted stock units granted | $ 27.25 | $ 29.07 | $ 16.79 | ||
Total fair value of restricted stock units vested | $ 1,474 | $ 781 | $ 333 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 4,595 | $ 3,598 | $ 1,766 |
Cost of product revenue | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 341 | 213 | 128 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 537 | 336 | 185 |
Selling, general and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 3,717 | $ 3,049 | $ 1,453 |
Estimated Weighted Average Assu
Estimated Weighted Average Assumptions (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 6 years 6 months | ||
Volatility, minimum | 50.85% | 50.09% | 51.00% |
Volatility, maximum | 51.01% | 51.89% | 51.71% |
Risk-free interest rate, minimum | 1.51% | 1.67% | 1.88% |
Risk-free interest rate, maximum | 2.37% | 2.03% | 2.11% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 6 years 8 months 12 days | 6 years 7 months 6 days | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 7 years 1 month 6 days | 7 years 2 months 12 days |
Summary of Option Activity (Det
Summary of Option Activity (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)$ / sharesshares | ||
Options Outstanding | ||
Options outstanding at December 31, 2015 | shares | 1,054,584 | |
Granted | shares | 183,619 | |
Exercised | shares | (266,863) | |
Forfeited/cancelled | shares | (88,592) | |
Options outstanding at December 31, 2016 | shares | 882,748 | |
Options exercisable at December 31, 2016 | shares | 427,310 | |
Vested and expected to vest at December 31, 2016 | shares | 837,660 | [1] |
Weighted-Average Exercise Price Per Share | ||
Options outstanding at December 31, 2015 | $ / shares | $ 12.28 | |
Granted | $ / shares | 27.12 | |
Exercised | $ / shares | 7.72 | |
Forfeited/cancelled | $ / shares | 10.97 | |
Options outstanding at December 31, 2016 | $ / shares | 16.88 | |
Options exercisable at December 31, 2016 | $ / shares | 11.11 | |
Vested and expected to vest at December 31, 2016 | $ / shares | $ 16.82 | [1] |
Weighted-Average Remaining Contractual Term (in years) | ||
Options outstanding at December 31, 2016 | 6 years 9 months | |
Options exercisable at December 31, 2016 | 5 years 2 months 23 days | |
Vested and expected to vest at December 31, 2016 | 6 years 8 months 12 days | [1] |
Aggregate Intrinsic Value | ||
Options outstanding at December 31, 2016 | $ | $ 12,733 | |
Options exercisable at December 31, 2016 | $ | 8,617 | |
Vested and expected to vest at December 31, 2016 | $ | $ 12,140 | [1] |
[1] | Represents the number of vested options as of December 31, 2016 plus the number of unvested options expected to vest as of December 31, 2016 based on the unvested outstanding options at December 31, 2016 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 Option Activity (Par
Summary of Option Activity (Parenthetical) (Detail) - Employee Stock Option | Dec. 31, 2016 | Dec. 31, 2014 |
Awards Granted to Non-Executive Level Employees | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Estimated forfeiture rates | 8.00% | 8.00% |
Awards Granted to Executive Level Employees | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Estimated forfeiture rates | 3.00% | 3.00% |
Summary of Restricted Stock Uni
Summary of Restricted Stock Unit Activity (Detail) - Restricted Stock Units (RSUs) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)shares | ||
Options Outstanding | ||
Restricted stock units outstanding at December 31, 2015 | 186,351 | |
Granted | 251,384 | |
Exercised | (63,017) | |
Forfeited/cancelled | (20,880) | |
Restricted stock units outstanding at December 31, 2016 | 353,838 | |
Restricted stock units exercisable at December 31, 2016 | 0 | |
Vested and expected to vest at December 31, 2016 | 309,229 | [1] |
Weighted-Average Remaining Contractual Term (in years) | ||
Restricted stock units outstanding at December 31, 2016 | 9 years 4 days | |
Restricted stock units exercisable at December 31, 2016 | 0 years | |
Vested and expected to vest at December 31, 2016 | 9 years 4 days | [1] |
Aggregate Intrinsic Value | ||
Restricted stock units outstanding at December 31, 2016 | $ | $ 10,905 | |
Restricted stock units exercisable at December 31, 2016 | $ | 0 | |
Vested and expected to vest at December 31, 2016 | $ | $ 9,530 | [1] |
[1] | Represents the number of vested restricted stock units as of December 31, 2016 plus the number of unvested restricted stock units expected to vest as of December 31, 2016 based on the unvested outstanding restricted stock units at December 31, 2016 adjusted for estimated forfeiture rates of 8% for awards granted to non-executive level employees and 3% for awards granted to executive level employees. |
Summary of Restricted Stock U71
Summary of Restricted Stock Unit Activity (Parenthetical) (Detail) - Restricted Stock Units (RSUs) | Dec. 31, 2016 |
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 -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Mar. 31, 2014USD ($)ft² | Jul. 31, 2011USD ($)ft² | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)ft²Building | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Mar. 31, 2008ft² | Mar. 31, 2007ft² | Mar. 31, 2001ft² | |
Commitments and Contingencies [Line Items] | ||||||||||||||||
Lease agreement, term | 8 years 1 month | 11 years | 2 years | 5 years | 10 years | |||||||||||
Lease agreement, space | ft² | 55,694 | 45,000 | 7,350 | 2,500 | 25,000 | |||||||||||
Lease agreement, expiration date | May 31, 2023 | Dec. 31, 2021 | ||||||||||||||
Lease agreement, letter of credit issued | $ 200 | |||||||||||||||
Lease agreement, commencement date | Aug. 1, 2014 | |||||||||||||||
Future minimum rental commitment, 2017 | $ 2,523 | $ 2,523 | ||||||||||||||
Future minimum rental commitment, 2018 | 2,584 | 2,584 | ||||||||||||||
Future minimum rental commitment, 2019 | 2,491 | 2,491 | ||||||||||||||
Future minimum rental commitment, 2020 | 2,485 | 2,485 | ||||||||||||||
Future minimum rental commitment, 2021 | 2,485 | $ 2,485 | ||||||||||||||
Lease termination description | The Company terminated the lease on the 7,350 square feet of space in the first quarter of 2015. | |||||||||||||||
Lease agreement, number buildings leased | Building | 4 | |||||||||||||||
Operating leases, rent expense | $ 2,664 | $ 2,619 | $ 2,735 | |||||||||||||
Operating leases, deferred rent liabilities | 1,792 | $ 1,899 | 1,792 | 1,899 | 1,956 | |||||||||||
Research and development expenses | 2,040 | $ 1,886 | $ 1,890 | $ 1,539 | $ 1,431 | $ 1,490 | $ 1,252 | $ 1,568 | 7,355 | 5,740 | 5,609 | |||||
Purchase orders, supply agreements and other contractual obligations | 10,008 | 10,008 | ||||||||||||||
Licensing Agreements | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Research and development expenses | 5 | $ 7 | $ 7 | |||||||||||||
Before Amendment | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Lease agreement, space | ft² | 55,694 | |||||||||||||||
Security deposit | $ 200 | |||||||||||||||
After Amendment | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Lease agreement, space | ft² | 75,594 | |||||||||||||||
Security deposit | $ 450 | |||||||||||||||
Future minimum rental commitment, 2017 | 1,371 | 1,371 | ||||||||||||||
Future minimum rental commitment, 2018 | 1,371 | 1,371 | ||||||||||||||
Future minimum rental commitment, 2019 | 1,371 | 1,371 | ||||||||||||||
Future minimum rental commitment, 2020 | 1,371 | 1,371 | ||||||||||||||
Future minimum rental commitment, 2021 | 1,371 | 1,371 | ||||||||||||||
Expansion Space | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Lease agreement, space | ft² | 19,900 | |||||||||||||||
Annual rent expense | $ 361 | |||||||||||||||
Renewal Term | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Future minimum rental commitment, 2017 | 984 | 984 | ||||||||||||||
Future minimum rental commitment, 2018 | 984 | 984 | ||||||||||||||
Future minimum rental commitment, 2019 | 984 | 984 | ||||||||||||||
Future minimum rental commitment, 2020 | 984 | 984 | ||||||||||||||
Future minimum rental commitment, 2021 | $ 984 | $ 984 |
Obligations Under Non-Cancelabl
Obligations Under Non-Cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Operating Leased Assets [Line Items] | |
Operating Leases, December 31, 2017 | $ 2,523 |
Operating Leases, December 31, 2018 | 2,584 |
Operating Leases, December 31, 2019 | 2,491 |
Operating Leases, December 31, 2020 | 2,485 |
Operating Leases, December 31, 2021 | 2,485 |
Thereafter | 1,736 |
Minimum lease payments | $ 14,304 |
Prepaid Expenses and Other Cu74
Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Prepaid Expenses And Other Current Assets [Line Items] | ||
Equipment maintenance and services | $ 586 | $ 689 |
Prepaid VAT | 553 | 558 |
Prepaid insurance | 356 | 455 |
Deferred costs | 5 | 206 |
Prepaid taxes | 73 | 105 |
Interest receivable | 29 | 63 |
Other | 42 | 22 |
Total | $ 1,644 | $ 2,098 |
Property, Plant and Equipment75
Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements | $ 14,592 | $ 13,306 |
Equipment | 15,214 | 13,758 |
Furniture and fixtures | 3,218 | 2,808 |
Construction in progress | 1,264 | 425 |
Total property, plant and equipment | 34,288 | 30,297 |
Less: accumulated depreciation | (19,332) | (16,496) |
Property, plant and equipment, net | $ 14,956 | $ 13,801 |
Property, Plant and Equipment -
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense of property and equipment | $ 3,269 | $ 2,996 | $ 2,594 |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Accrued Liabilities [Line Items] | ||
Employee compensation | $ 5,586 | $ 4,680 |
Taxes | 1,692 | 166 |
Current portion of contingent consideration | 6,119 | 4,480 |
Professional fees | 411 | 269 |
Unearned revenue | 408 | 258 |
Other accrued expenses | 1,798 | 2,204 |
Total | $ 16,014 | $ 12,057 |
Carrying Value of Convertible S
Carrying Value of Convertible Senior Notes (Detail) - 2.125% Convertible Senior Notes due 2021 $ in Thousands | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |
Principal amount | $ 115,000 |
Unamortized debt discount | (16,777) |
Unamortized debt issuance costs | (2,951) |
Total convertible senior notes | $ 95,272 |
Carrying Value of Convertible79
Carrying Value of Convertible Senior Notes (Parenthetical) (Detail) - 2.125% Convertible Senior Notes due 2021 | 12 Months Ended | |
Dec. 31, 2016 | May 24, 2016 | |
Debt Instrument [Line Items] | ||
Notes, interest rate | 2.125% | 2.125% |
Notes, due date | Jun. 1, 2021 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Detail) | May 24, 2016USD ($)d$ / shares | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||
Proceeds from issuance of convertible senior notes, net of costs | $ 111,070,000 | |
Accretion of the debt discount | $ 2,274,000 | |
2.125% Convertible Senior Notes due 2021 | ||
Debt Instrument [Line Items] | ||
Notes issued | $ 115,000,000 | |
Notes, interest rate | 2.125% | 2.125% |
Notes, frequency of periodic payment | Semi-annually | |
Notes, date of first required payment | Dec. 1, 2016 | |
Notes, due date | Jun. 1, 2021 | |
Notes conversion ratio per $1,000 principal amount | 0.0311813 | |
Notes initial conversion price | $ / shares | $ 32.07 | |
Debt covenants debt default holder percent to declare all notes due minimum | 25.00% | |
Number of days within which entity fails to satisfy obligations considered as event of default | 270 days | |
Notes issued, fair value | $ 96,289,000 | |
Contractual coupon interest | $ 1,473,000 | |
Accretion of the debt discount | 1,934,000 | |
Amortization of the debt issuance costs | $ 340,000 | |
Effective interest rate on the Notes | 6.60% | |
Notes, carrying value | $ 95,272,000 | |
Fair value of the note | $ 135,600,000 | |
2.125% Convertible Senior Notes due 2021 | On any business day on or after June 5, 2019 and prior to the maturity date | ||
Debt Instrument [Line Items] | ||
Notes threshold percentage of stock price trigger | 130.00% | |
Notes threshold trading days | d | 20 | |
Notes threshold consecutive trading days | 30 days | |
Notes redemption price | 100.00% |
Change in Accumulated Other Com
Change in Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | $ 122,748 | $ 111,732 |
Other comprehensive income (loss) | (5,183) | (2,793) |
Balance | 168,764 | 122,748 |
Accumulated Other Comprehensive Income (Loss) | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | (8,566) | (5,773) |
Balance | (13,749) | (8,566) |
Unrealized Gain (Loss) on Investments | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | (11) | (33) |
Other comprehensive income (loss) | 6 | 22 |
Balance | (5) | (11) |
Foreign Currency Translation Adjustment | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | (8,555) | (5,740) |
Other comprehensive income (loss) | (5,189) | (2,815) |
Balance | $ (13,744) | $ (8,555) |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Pension Plans, Defined Benefit | Sweden | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Defined contribution plan, company contribution | $ 519 | $ 485 | $ 493 |
Minimum | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Defined contribution plan, eligible age of employees | 21 years | ||
Defined Contribution 401 K Plan | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Defined contribution plan, company contribution | $ 184 | $ 141 | $ 107 |
Consolidated Statements of Op83
Consolidated Statements of Operations Information for Each of Previous Eight Quarters (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | |||||||||||
Product revenue | $ 25,500 | $ 24,677 | $ 29,170 | $ 25,094 | $ 21,449 | $ 19,814 | $ 21,457 | $ 20,816 | $ 104,441 | $ 83,537 | $ 60,431 |
Royalty and other revenue | 100 | 100 | 3,117 | ||||||||
Total revenue | 25,600 | 24,677 | 29,170 | 25,094 | 21,449 | 19,814 | 21,457 | 20,816 | 104,541 | 83,537 | 63,548 |
Operating expenses: | |||||||||||
Cost of product revenue | 12,162 | 11,242 | 12,644 | 11,069 | 10,148 | 8,444 | 8,586 | 8,073 | 47,117 | 35,251 | 28,022 |
Cost of royalty and other revenue | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Research and development | 2,040 | 1,886 | 1,890 | 1,539 | 1,431 | 1,490 | 1,252 | 1,568 | 7,355 | 5,740 | 5,609 |
Selling, general and administrative | 8,568 | 7,127 | 8,140 | 7,018 | 6,473 | 5,959 | 6,242 | 6,024 | 30,853 | 24,699 | 17,154 |
Contingent consideration - fair value adjustments | (75) | 675 | 637 | 2,005 | 1,969 | 233 | 768 | 1,112 | 3,242 | 4,083 | 2,072 |
Total operating expenses | 22,695 | 20,930 | 23,311 | 21,631 | 20,021 | 16,126 | 16,848 | 16,777 | 88,567 | 69,773 | 52,857 |
Income from operations | 2,905 | 3,747 | 5,859 | 3,463 | 1,428 | 3,688 | 4,609 | 4,039 | 15,974 | 13,764 | 10,691 |
Investment income | 112 | 97 | 76 | 61 | 44 | 37 | 19 | 36 | 346 | 136 | 309 |
Interest expense | (1,570) | (1,555) | (638) | (5) | (8) | (8) | (8) | (9) | (3,768) | (32) | (50) |
Other income (expense) | 119 | (75) | 75 | (979) | (270) | (38) | (269) | 132 | (860) | (445) | 188 |
Income before income taxes | 1,566 | 2,214 | 5,372 | 2,540 | 1,194 | 3,679 | 4,351 | 4,198 | 11,692 | 13,423 | 11,138 |
Income tax provision (benefit) | 3,463 | 1,059 | 1,500 | 915 | 929 | 1,141 | 738 | 1,269 | 11 | 4,078 | 2,968 |
Net income (loss) | $ 5,029 | $ 1,155 | $ 3,872 | $ 1,625 | $ 265 | $ 2,538 | $ 3,613 | $ 2,929 | $ 11,681 | $ 9,345 | $ 8,170 |
Earnings per share: | |||||||||||
Basic | $ 0.15 | $ 0.03 | $ 0.12 | $ 0.05 | $ 0.01 | $ 0.08 | $ 0.11 | $ 0.09 | $ 0.35 | $ 0.28 | $ 0.25 |
Diluted | $ 0.15 | $ 0.03 | $ 0.11 | $ 0.05 | $ 0.01 | $ 0.08 | $ 0.11 | $ 0.09 | $ 0.34 | $ 0.28 | $ 0.25 |
Weighted average shares outstanding: | |||||||||||
Basic | 33,833,000 | 33,779,000 | 33,649,000 | 33,025,000 | 32,946,000 | 32,925,000 | 32,870,000 | 32,755,000 | 33,572,883 | 32,881,940 | 32,497,657 |
Diluted | 34,369,000 | 34,313,000 | 34,175,000 | 33,494,000 | 33,577,000 | 33,690,000 | 33,671,000 | 33,451,000 | 34,098,898 | 33,577,091 | 33,263,667 |