Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 01, 2018 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | RGEN | |
Entity Registrant Name | REPLIGEN CORP | |
Entity Central Index Key | 730,272 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 43,693,913 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 173,876 | $ 173,759 |
Accounts receivable, less reserve for doubtful accounts of $59 at March 31, 2018 and $58 at December 31, 2017, respectively | 29,352 | 27,585 |
Royalties and other receivables | 31 | 153 |
Inventories, net | 40,124 | 39,004 |
Prepaid expenses and other current assets | 4,939 | 2,281 |
Total current assets | 248,322 | 242,782 |
Property, plant and equipment, net | 22,674 | 22,417 |
Intangible assets, net | 142,273 | 144,753 |
Goodwill | 327,989 | 327,333 |
Other assets | 1,990 | 6,234 |
Total assets | 743,248 | 743,519 |
Current liabilities: | ||
Accounts payable | 6,200 | 7,282 |
Accrued liabilities | 14,121 | 17,929 |
Total current liabilities | 20,321 | 25,211 |
Convertible senior notes, net | 100,276 | 99,250 |
Deferred tax liabilities | 20,858 | 25,167 |
Other long-term liabilities | 4,610 | 2,343 |
Commitments and contingencies (Note 14) | ||
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, 43,692,303 shares at March 31, 2018 and 43,587,079 shares at December 31, 2017 issued and outstanding | 437 | 436 |
Additional paid-in capital | 631,595 | 628,983 |
Accumulated other comprehensive loss | (6,112) | (6,363) |
Accumulated deficit | (28,737) | (31,508) |
Total stockholders' equity | 597,183 | 591,548 |
Total liabilities and stockholders' equity | $ 743,248 | $ 743,519 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Accounts receivable, reserve for doubtful accounts | $ 59 | $ 58 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 43,692,303 | 43,587,079 |
Common stock, shares outstanding | 43,692,303 | 43,587,079 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue: | ||
Product revenue | $ 44,799 | $ 30,569 |
Royalty and other revenue | 31 | 21 |
Total revenue | 44,830 | 30,590 |
Operating expenses: | ||
Cost of product revenue | 19,668 | 13,990 |
Research and development | 3,288 | 1,742 |
Selling, general and administrative | 15,898 | 9,182 |
Total operating expenses | 38,854 | 24,914 |
Income from operations | 5,976 | 5,676 |
Investment income | 181 | 96 |
Interest expense | (1,652) | (1,585) |
Other income (expense) | 71 | (120) |
Income before income taxes | 4,576 | 4,067 |
Income tax provision | 1,128 | 999 |
Net income | $ 3,448 | $ 3,068 |
Earnings per share: | ||
Basic | $ 0.08 | $ 0.09 |
Diluted | $ 0.08 | $ 0.09 |
Weighted average shares outstanding: | ||
Basic | 43,621,270 | 33,891,702 |
Diluted | 44,326,732 | 34,382,322 |
Other comprehensive income: | ||
Unrealized gain on investments | $ 4 | |
Foreign currency translation gain | $ 251 | 1,027 |
Comprehensive income | $ 3,699 | $ 4,099 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 3,448 | $ 3,068 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 3,960 | 1,582 |
Non-cash interest expense | 1,036 | 970 |
Stock-based compensation expense | 2,268 | 1,531 |
Deferred tax expense | 449 | 10 |
Loss on conversion of senior convertible notes | 1 | |
Loss on disposal of assets | 59 | |
Changes in assets and liabilities: | ||
Accounts receivable | (1,529) | (2,415) |
Other receivables | 127 | 172 |
Inventories | (1,188) | 851 |
Prepaid expenses and other current assets | (1,608) | 34 |
Accounts payable | (1,550) | (452) |
Accrued liabilities | (3,839) | (4,220) |
Long-term liabilities | (3) | (43) |
Net cash provided by operating activities | 1,572 | 1,147 |
Cash flows from investing activities: | ||
Purchases of marketable securities | (28) | |
Redemptions of marketable securities | 7,400 | |
Purchases of property, plant and equipment | (1,564) | (1,295) |
Net cash (used in) provided by investing activities | (1,564) | 6,077 |
Cash flows from financing activities: | ||
Exercise of stock options | 344 | 1,333 |
Repayment of senior convertible notes | (11) | |
Payment of contingent consideration | (1,663) | |
Net cash provided by (used in) financing activities | 333 | (330) |
Effect of exchange rate changes on cash and cash equivalents | (224) | 536 |
Net increase (decrease) in cash and cash equivalents | 117 | 7,430 |
Cash, cash equivalents and restricted cash, beginning of period | 173,759 | 122,683 |
Cash, cash equivalents and restricted cash, end of period | 173,876 | 130,113 |
Supplemental disclosure of non-cash activities: | ||
Income taxes paid | 937 | 1,181 |
Non-cash effect of adoption of ASU 2016-16 | $ 5,609 | |
Payment of contingent consideration in common stock | $ 1,062 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Basis of Presentation | 1. Basis of Presentation The condensed consolidated financial statements included herein have been prepared by Repligen Corporation (the “Company,” “Repligen” or “we”) in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), for Quarterly Reports on Form 10-Q S-X 10-K The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Repligen Sweden AB (“Repligen Sweden”), Repligen GmbH, Repligen Singapore Pte. Ltd., our former subsidiary, TangenX Technology Corporation (“TangenX,” acquired on December 14, 2016 and merged into the Company as of June 30, 2017) and Spectrum LifeSciences, LLC (“Spectrum,” acquired on August 1, 2017). All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of only normal, recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows. The results of operations for the interim periods presented are not necessarily indicative of results to be expected for the entire year. Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue Recognition Revenue from Contracts with Customers 2015-14, 2016-08, 2016-10, 2016-12, In January 2016, the FASB issued ASU No. 2016-01, 825-10): In February 2016, the FASB issued ASU No. 2016-02, “Leases 2016-02”). 2016-02 right-of-use In August 2016, the FASB issued ASU No. 2016-15, No. 2016-15 In October 2016, the FASB issued ASU 2016-16, “Intra-Entity 2016-16 In November 2016, the FASB issued ASU No. 2016-18, In January 2017, the FASB issued ASU No. 2017-01, “Business 2017-01 In January 2017, the FASB issued ASU No. 2017-04, No. 2017-04 |
Acquisition of Spectrum LifeSci
Acquisition of Spectrum LifeSciences, LLC | 3 Months Ended |
Mar. 31, 2018 | |
Acquisition of Spectrum LifeSciences, LLC | 2. Acquisition of Spectrum LifeSciences, LLC On August 1, 2017, the Company completed the acquisition of Spectrum pursuant to the terms of an Agreement and Plan of Merger and Reorganization, dated as of June 22, 2017 (such acquisition, the “Spectrum Acquisition”). Spectrum is a diversified filtration company with a differentiated portfolio of hollow fiber cartridges, bench-top single-use Spectrum’s filtration products include its KrosFlo ® single-use ® Pro-Connex ® single-use Module-Bag-Tubing ® Consideration Transferred The Company accounted for the Spectrum Acquisition as a purchase of a business under ASC 805, “Business Combinations.” The Spectrum Acquisition was funded through payment of approximately $122.9 million in cash, 6,153,995 unregistered shares of the Company’s common stock totaling $247.6 million and a working capital adjustment of $425,000 for a total purchase price of $370.9 million. Under the acquisition method of accounting, the assets of Spectrum were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. The fair value of the net assets acquired was approximately $370.9 million. The estimated consideration and preliminary purchase price information has been prepared using a valuation that required the use of significant assumptions and estimates in its preparation. 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 $ 122,932 Equity consideration 247,575 Working capital adjustment 425 Net assets acquired $ 370,932 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 has incurred $655,000 in costs related to the Spectrum Acquisition for the three-month period ended March 31, 2018 and $7,060,000 in costs for the year ended December 31, 2017. These costs are primarily 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 August 1, 2017, based on the preliminary valuation. The components and allocation of the purchase price consists of the following amounts (in thousands): Cash and cash equivalents $ 10,137 Accounts receivable 5,075 Inventory 13,570 Prepaid expenses and other assets 616 Fixed assets 6,004 Deferred tax assets 1,102 Customer relationships 78,400 Developed technology 38,560 Trademark and tradename 2,160 Non-competition agreements 960 Goodwill 265,654 Accounts payable (1,335 ) Unrecognized tax benefit (576 ) Accrued liabilities (5,787 ) Deferred tax liabilities (43,608 ) Fair value of net assets acquired $ 370,932 Of the consideration paid, $78.4 million represents the fair value of customer relationships that is amortized over the weighted average determined useful life of 15 years, and $38.6 million represents the fair value of developed technology that is amortized over a determined useful life of 20 years. $960,000 represents the fair value of non-competition The goodwill of $265.7 million represents future economic benefits expected to arise from synergies from combining operations and commercial organizations to increase market presence and the extension of existing customer relationships. None of the goodwill recorded is expected to be deductible for income tax purposes. The purchase price allocation may be subject to adjustment as purchase accounting is preliminary as of March 31, 2018 related to inventory valuation. The final allocation may include, but not be limited to, changes in allocations to inventory and goodwill. Revenue, Net Income and Pro Forma Presentation The Company recorded revenue from Spectrum of $11,719,000 for the three-month period ended March 31, 2018. The Company has included the operating results of Spectrum in its consolidated statements of operations since the August 1, 2017 acquisition date. The following table presents unaudited supplemental pro forma information as if the Spectrum Acquisition had occurred as of January 1, 2017 (in thousands, except per share data): Pro-forma Three months ended March 31, 2018 Pro-forma Three months ended March 31, 2017 Total revenue 44,830 39,875 Net income 3,939 3,266 Earnings per share: Basic $ 0.09 $ 0.08 Diluted $ 0.09 $ 0.08 The unaudited pro forma information for the three-month period ended March 31, 2018 was calculated after applying the Company’s accounting policies and the impact of acquisition date fair value adjustments. The unaudited pro forma net income for the three-month period ended March 31, 2018 was adjusted to exclude acquisition-related transaction costs, as these expenses would have been incurred in the prior year assuming the Spectrum Acquisition closed on January 1, 2017. These pro forma condensed consolidated financial results include certain adjustments to reflect the pro forma results of operations as if the acquisition had occurred as of January 1, 2017. 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 combinations occurred at the beginning of the period presented, or of future results of the consolidated entities. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2018 | |
Revenue Recognition | 3. Revenue Recognition Adoption of ASC Topic 606, Revenue from Contracts with Customers The Company adopted ASC 606 on January 1, 2018, using the modified retrospective method for all contracts not completed as of the date of adoption. For contracts that were modified before the effective date, the Company reflected the aggregate effect of all modifications when identifying performance obligations and allocating transaction price in accordance with the practical expedient in paragraph ASC 606-10-65-1-(f)-4, Revenue Recognition Revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method or the most likely amount method, depending on the facts and circumstances relative to the contract. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph 606-10-32-18, Contracts with customers may contain multiple performance obligations. For such arrangements, the transaction price is allocated to each performance obligation based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. The Company recognizes product revenue under the terms of each customer agreement upon transfer of control to the customer, which occurs at a point in time. Disaggregation of Revenue Revenues for the three-month periods ended March 31, 2018 and 2017 were as follows: Three months ended March 31, (in thousands, except percentages) 2018 2017 $ Change % Change Product revenue $ 44,799 $ 30,569 $ 14,230 47 % Royalty and other revenue 31 21 10 48 % Total revenue $ 44,830 $ 30,590 $ 14,240 47 % When disaggregating revenue, the Company considered all of the economic factors that may affect its revenues. Because all of its revenues are from bioprocessing customers, there are no differences in the nature, timing and uncertainty of the Company’s revenues and cash flows from any of its product lines. However, given that the Company’s revenues are generated in different geographic regions, factors such as regulatory and geopolitical factors within those regions could impact the nature, timing and uncertainty of the Company’s revenues and cash flows. In addition, a significant portion of the Company’s revenues are generated from two customers; therefore, economic factors specific to these two customers could impact the nature, timing and uncertainty of the Company’s revenues and cash flows. The following tables disaggregate the Company’s revenue from contracts with customers by geographic region (in thousands). Three months ended North America $ 20,239 Europe 19,401 Asia and Pacific 4,947 Other 243 Total revenue $ 44,830 Revenue from significant customers is as follows (in thousands): Three months ended GE Healthcare $ 7,717 MilliporeSigma $ 6,465 Protein Products The Company’s protein product line generates revenue through the sale of Protein A ligands, an essential component of Protein A chromatography resins (media) used in the purification of virtually all mAb-based Filtration Products The Company’s filtration product line generates revenue through the sale of KrosFlo ® ® single-use The Company markets the KrosFlo line of HF cartridges and TFF systems and the ProConnex line of single-use flow path connectors which were acquired as part of the acquisition of Spectrum in August 2017. These products are used in the filtration, isolation, purification and concentration of biologics and diagnostic products. Sales of large-scale systems generally include components and consumables as well as training and installation services at the request of the customer. Because the initial sale of components and consumables are necessary for the operation of the system, such items are combined with the systems as a single performance obligation. Training and installation services do not significantly modify or customize these systems and therefore represent a distinct performance obligation. Each of the Company’s other product offerings are not highly interdependent of one another and are therefore considered distinct products that represent separate performance obligations. Revenue on these products is generally recognized at a point in time upon transfer of control to the customer. The Company invoices the customer for the installation and training services in an amount that directly corresponds with the value to the customer of the Company’s performance to date; therefore, revenue recognized is based on the amount billable to the customer in accordance with the practical expedient under ASC 606-10-55-18. The Company also markets flat sheet TFF cassettes and hardware, which were acquired as part of the acquisition of TangenX Technology in December 2016. TFF is a rapid and efficient method for separation and purification of biomolecules that is widely used in laboratory, process development and process scale applications in biopharmaceutical manufacturing. The Company’s single-use The Company also markets the XCell™ ATF System, a technologically advanced filtration device used in upstream processes to continuously remove cellular metabolic waste products during the course of a fermentation run, freeing healthy cells to continue producing the biologic drug of interest. ATF Systems typically include a filtration system and consumables (i.e., tube devices, metal stands) as well as training and installation services at the request of the customer. The filtration system and consumables are considered distinct products and therefore represent separate performance obligations. First time purchasers of the systems typically purchase a controller that is shipped with the tube device(s) and metal stand(s). The controller is not considered distinct as it is a proprietary product that is highly interdependent with the filtration system; therefore, the controller is combined with the filtration system and accounted for as a single performance obligation. The training and installation services do not significantly modify or customize the ATF system and therefore represent a distinct performance obligation. ATF system product revenue related to the filtration system (including the controller if applicable) and consumables is generally recognized at a point in time upon transfer of control to the customer. ATF system service revenue related to training and installation services is generally recognized over time, as the customer simultaneously receives and consumes the benefits as the Company performs. The Company invoices the customer for the installation and training services in an amount that directly corresponds with the value to the customer of the Company’s performance to date; therefore, revenue recognized is based on the amount billable to the customer in accordance with the practical expedient under ASC 606-10-55-18. Chromatography Products The Company’s chromatography product line includes a number of products used in the downstream purification and quality control of biological drugs. The majority of chromatography revenue relates to the OPUS pre-packed Other Products The Company’s other products include ELISA test kits used by quality control departments to detect and measure the presence of leached Protein A and/or growth factor in the final product. Each ELISA kit is considered distinct and therefore represents a separate performance obligation. Other product revenue is generally recognized at a point in time upon transfer of control to the customer. Transaction Price Allocated to Future Performance Obligations Remaining performance obligations represents the transaction price of contracts for which work has not been performed or has been partially performed. The Company’s future performance obligations relate primarily to the installation and training of certain of its systems sold to customers. These performance obligations are completed within one year of receipt of a purchase order from its customers. Accordingly, the Company has elected to not disclose the value of these unsatisfied performance obligations as provided under ASC 606-10-50-14. Contract Balances from Contracts with Customers The following table provides information about receivables and deferred revenue from contracts with customers as of March 31, 2018: 2018 Balances from contracts with customers only: Accounts receivable $ 29,352 Deferred revenue 1,547 Revenue recognized in the period relating to: The beginning deferred revenue balance $ 434 Changes in pricing related to products or services satisfied in previous periods — Impairment losses on receivables — The timing of revenue recognition, billings and cash collections results in accounts receivables and deferred revenue on the Company’s consolidated balance sheets. A contract asset is created when the Company satisfies a performance obligation by transferring a promised good to the customer. Contract assets may represent conditional or unconditional rights to consideration. The right is conditional, and recorded as a contract asset, if the Company must first satisfy another performance obligation in the contract before it is entitled to payment from the customer. Contract assets are transferred to billed receivables once the right becomes unconditional. If the Company has the unconditional right to receive consideration from the customer, the contract asset is accounted for as a billed receivable and presented separately from other contract assets. A right is unconditional if nothing other than the passage of time is required before payment of that consideration is due. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met. Costs to Obtain or Fulfill a Customer Contract The Company’s sales commission structure is based on achieving revenue targets. The commissions are driven by revenue derived from customer purchase orders which are short term in nature. Applying the practical expedient in paragraph 340-40-25-4, |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 3 Months Ended |
Mar. 31, 2018 | |
Accumulated Other Comprehensive Income | 4. Accumulated Other Comprehensive Income The following table summarizes the changes in accumulated other comprehensive income by component (in thousands): (In thousands) Foreign currency translation gain (loss) Balance at December 31, 2017 $ (6,363 ) Foreign currency translation gain 251 Balance at March 31, 2018 $ (6,112 ) |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share | 5. Earnings Per Share The Company reports earnings per share in accordance with ASC Topic 260, “Earnings Per Share,” which establishes standards for computing and presenting 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. Under the treasury stock method, unexercised “in-the-money” non-forfeitable Basic and diluted weighted average shares outstanding were as follows: Three months ended March 31, 2018 2017 Basic weighted average common shares outstanding 43,621,270 33,891,702 Effect of dilutive securities: Stock options and restricted stock awards 389,702 490,620 Convertible senior notes 315,760 — Weighted average common shares, assuming dilution 44,326,732 34,382,322 At March 31, 2018, there were outstanding options to purchase 1,109,353 shares of the Company’s common stock at a weighted average exercise price of $25.34 per share and 703,076 restricted stock units. For the three months ended March 31, 2018, 593,874 options to purchase 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 March 31, 2017, there were outstanding options to purchase 805,903 shares of the Company’s common stock at a weighted average exercise price of $19.68 per share and 404,781 restricted stock units. For the three months ended March 31, 2017, 458,685 options to purchase 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 Company’s 2.125% Convertible Senior Notes due 2021 (the “Notes”), the Company has a choice to settle the conversion obligation for the Notes in cash, shares or any combination of the two. The Company currently intends to settle the par value of the Notes in cash and any excess conversion premium in shares. The Company applies the provisions of ASC 260, Earnings Per Share, 10-45-44, |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2018 | |
Inventories | 6. Inventories Inventories relate to the Company’s bioprocessing business. The Company values inventory at cost or, if lower, market value, using the first-in, first-out work-in-process 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 March 31, 2018 December 31, 2017 Raw Materials $ 21,826 $ 22,351 Work-in-process 3,828 4,083 Finished products 14,470 12,570 Total $ 40,124 $ 39,004 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment | 7. Property, Plant and Equipment Property, plant and equipment consist of the following (in thousands): March 31, 2018 December 31, 2017 Land $ 1,023 $ 1,023 Buildings 764 764 Leasehold improvements 15,740 15,673 Equipment 22,497 21,904 Furniture and fixtures 4,605 4,272 Construction in progress 3,052 2,581 Total property, plant and equipment 47,681 46,217 Less: accumulated depreciation (25,007 ) (23,800 ) Property, plant and equipment, net $ 22,674 $ 22,417 Depreciation expense totaled approximately $1,284,000 and $928,000 for the three-month periods ended March 31, 2018 and 2017, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Intangible Assets | 8. Intangible Assets Intangible assets are amortized over their useful lives using the straight-line method, as applicable, and the amortization expense is recorded within selling, general and administrative expense in the Company’s statements of comprehensive income. 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 March 31, 2018. Intangible assets consisted of the following at March 31, 2018 (in thousands): Gross Carrying Amount Accumulated Amortization Weighted Average Useful Life (in years) Technology – developed $ 51,860 $ (3,898 ) 19 Patents 240 (240 ) 8 Customer relationships 102,210 (11,446 ) 14 Trademark – definite lived 2,160 (75 ) 20 Trademark – indefinite lived 700 — — Other intangibles 1,066 (304 ) 3 Total intangible assets $ 158,236 $ (15,963 ) 16 Intangible assets consisted of the following at December 31, 2017 (in thousands): Gross Carrying Amount Accumulated Amortization Weighted Average Useful Life (in years) Technology – developed $ 51,801 $ (3,201 ) 19 Patents 240 (238 ) 8 Customer relationships 102,120 (9,636 ) 14 Trademarks – definite lived 2,160 (47 ) 20 Trademarks – indefinite lived 700 — — Other intangibles 1,063 (209 ) 3 Total intangible assets $ 158,084 $ (13,331 ) 16 Amortization expense for amortized intangible assets was approximately $2,664,000 and $715,000 for the three-month periods ended March 31, 2018 and 2017, respectively. As of March 31, 2018, the Company expects to record amortization expense as follows (in thousands): Years Ending Amortization Expense December 31, 2018 (nine months remaining) $ 7,978 December 31, 2019 10,513 December 31, 2020 9,910 December 31, 2021 9,395 December 31, 2022 9,395 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Accrued Liabilities | 9. Accrued Liabilities Accrued liabilities consist of the following (in thousands): March 31, 2018 December 31, 2017 Employee compensation $ 5,246 $ 9,560 Taxes 2,049 1,668 Royalty and license fees 1,243 1,383 Accrued purchases 521 1,191 Professional fees 827 947 Unearned revenue 1,547 960 Other accrued expenses 2,688 2,220 Total $ 14,121 $ 17,929 |
Convertible Senior Notes
Convertible Senior Notes | 3 Months Ended |
Mar. 31, 2018 | |
Convertible Senior Notes | 10. Convertible Senior Notes The carrying value of the Company’s convertible senior notes is as follows: March 31, 2018 December 31, 2017 2.125% Convertible Senior Notes due 2021: Principal amount $ 114,989 $ 115,000 Unamortized debt discount (12,513 ) (13,395 ) Unamortized debt issuance costs (2,200 ) (2,355 ) Total convertible senior notes $ 100,276 $ 99,250 On May 24, 2016, the Company issued $115 million aggregate principal amount of its 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 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. Notes with a par value of $11,000 were submitted for conversion in the fourth quarter of 2017, and this conversion was settled in the first quarter of 2018. The conversion resulted in the issuance of a nominal amount of shares of the Company’s common stock, and the Company recorded a loss of $1,000 on the conversion of these Notes. The Notes are not convertible as of March 31, 2018 and are classified as long term liabilities on the Company’s consolidated balance sheet as of December 31, 2017. 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 March 31, 2018. 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 Interest expense recognized on the Notes during the three-month period ended March 31, 2018 includes $611,000, $881,000 and $155,000 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 March 31, 2018, the carrying value of the Notes was approximately $100.3 million and the fair value of the principal was approximately $150.5 million. The fair value of the Notes was determined based on the most recent trade activity of the Notes as of March 31, 2018. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Stock-Based Compensation | 11. Stock-Based Compensation For the three-month periods ended March 31, 2018 and 2017, the Company recorded stock-based compensation expense of approximately $2,268,000 and $1,531,000, respectively, for share-based awards granted under the Second Amended and Restated 2001 Repligen Corporation Stock Plan (the “2001 Plan”) and the Repligen Corporation Amended and Restated 2012 Stock Option and Incentive Plan (the “2012 Plan,” and together with the 2001 Plan, the “Plans”). The following table presents stock-based compensation expense included in the Company’s consolidated statements of comprehensive income (in thousands): Three Months Ended March 31, 2018 2017 Cost of product revenue $ 266 $ 141 Research and development 170 132 Selling, general and administrative 1,832 1,258 Total $ 2,268 $ 1,531 The 2012 Plan allows for the granting of incentive and nonqualified options to purchase shares of common stock, restricted stock and other equity awards. Employee grants under the Plans generally vest over a three- to five-year period, with 20%-33% non-employee The Company uses the Black-Scholes option pricing model to calculate the fair value of stock option awards on the grant date, and the Company uses the value of the common stock as of the grant date to value restricted stock units. The Company measures stock-based compensation cost at the grant date based on the estimated fair value of the award. The Company recognizes expense on awards with service based vesting over the employee’s requisite service period on a straight-line basis. In the third quarter of 2017, the Company issued performance stock units to certain individuals related to the Spectrum Acquisition which are tied to the achievement of certain revenue and gross margin metrics and the passage of time. The Company recognizes expense on performance based awards over the vesting period based on the probability that the performance metrics will be achieved. The Company recognizes stock-based compensation expense for options that are ultimately expected to vest, and accordingly, such compensation expense has been adjusted for estimated forfeitures. Information regarding option activity for the three-month period ended March 31, 2018 under the Plans is summarized below: Options Outstanding Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (in years) (in thousands) Aggregate Intrinsic Value Options outstanding at December 31, 2017 734,940 $ 20.80 Granted 398,532 33.85 Exercised (14,531 ) 23.70 Forfeited/cancelled (9,588 ) 29.71 Options outstanding at March 31, 2018 1,109,353 $ 25.34 7.51 $ 12,176 Options exercisable at March 31, 2018 499,504 $ 17.73 5.50 $ 9,300 Vested and expected to vest at March 31, 2018 (1) 1,057,255 $ 24.96 7.40 $ 12,015 (1) Represents the number of vested options as of March 31, 2018 plus the number of unvested options expected to vest as of March 31, 2018 based on the unvested outstanding options at March 31, 2018 adjusted for estimated forfeiture rates of 8% for awards granted to non-executive The aggregate intrinsic value in the table above represents the total pre-tax in-the-money The weighted average grant date fair value of options granted during the three-month periods ended March 31, 2018 and 2017 was $18.27 and $16.46, respectively. The total fair value of stock options that vested during the three-month periods ended March 31, 2018 and 2017 was approximately $1,339,000 and $1,195,000, respectively. Information regarding restricted stock unit and performance stock unit activity for the three-month period ended March 31, 2018 under the Plans is summarized below: Units Outstanding Weighted- Average Remaining Contractual Term (in years) (in thousands) Aggregate Intrinsic Value Restricted and performance stock units outstanding at December 31, 2017 505,235 Granted 319,701 Exercised (90,691 ) Forfeited/cancelled (31,169 ) Restricted stock units outstanding at March 31, 2018 703,076 4.06 $ 25,437 Vested and expected to vest at March 31, 2018 (1) 639,530 3.75 $ 23,138 (1) Represents the number of vested restricted stock units as of March 31, 2018 plus the number of unvested restricted stock units expected to vest as of March 31, 2018 based on the unvested outstanding restricted stock units at March 31, 2018 adjusted for estimated forfeiture rates of 8% for awards granted to non-executive The aggregate intrinsic value in the table above represents the total pre-tax The weighted average grant date fair value of restricted stock units granted during the three-month periods ended March 31, 2018 and 2017 was $33.80 and $32.18, respectively. The total grant date fair value of restricted stock units that vested during the three-month periods ended March 31, 2018 and 2017 was approximately $2,619,000 and $1,616,000, respectively. As of March 31, 2018, there was $30,762,000 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 4.66 years. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Taxes | 12. Income Taxes The Company’s effective tax rate for the three-month period ended March 31, 2018 was 24.7% compared to 24.6% for the corresponding period in the prior year. The effective tax rate for the three-month period ended March 31, 2018 was higher than the U.S. statutory tax rate of 21% due to state tax effects and the impact of the Global Intangible Low-Taxed ASU 2016-16 At December 31, 2017, the Company had net operating loss carryforwards of approximately $19,652,000 in the U.S., net operating loss carryforwards of approximately €603,000 (approximately $743,000) in Germany, federal business tax credit carryforwards of $297,000 and state business tax credit carryforwards of approximately $99,000 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 2037. The net operating loss and business tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service. While an IRC Section 382 study was completed in the second quarter of 2017, and no current limitations were identified, use of these net operating loss and business tax credit carryforwards may be limited in the future based on certain changes in the ownership interest of significant stockholders. On December 22, 2017, the Act was signed into law. The Act made significant changes to federal tax law, including, but not limited to, a reduction in the federal income tax rate from 35% to 21%, taxation of certain global intangible low-taxed one-time The Act lowered the Company’s U.S. statutory federal tax rate from 35% to 21% effective January 1, 2018. The Company recorded a tax benefit of $12,812,000 in the year ended December 31, 2017 for the reduction in its US deferred tax assets and liabilities resulting from the rate change. The Act also includes a one-time The Company anticipates that future guidance and interpretations with the respect to the Act will cause the Company to further adjust its provisional amounts recorded as of December 31, 2017. No further adjustments have been made to these provisional amounts in the first quarter of 2018. Any measurement period adjustments will be reported as a component of provision for income taxes in the reporting period the amounts are determined. The final accounting will be completed no later than one year from the enactment of the Act. 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 2014-2017 Sweden 2011-2017 Germany 2017 Netherlands 2012-2017 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Measurement | 13. 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 have historically comprised of obligations of U.S. government agencies and corporate marketable 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. At least annually, the Company validates applicable 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. As of March 31, 2018 and December 31, 2017, the Company had no assets or liabilities for which fair value measurement is either required or has been elected to be applied. 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 December 1, 2016. As of March 31, 2018, the carrying value of the Notes was approximately $100.3 million, net of unamortized discount, and the fair value of the Notes was approximately $150.5 million. The fair value of the Notes was determined based on the most recent trade activity of the Notes as of March 31, 2018. These valuations are Level 1 valuations, as the valuations are based on unadjusted quoted prices in active markets that the Company has the ability to access. The Notes are discussed in more detail in Note 10, “Long Term Debt . There were no re-measurements |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies | 14. Commitments and Contingencies The Company leases its headquarters in Waltham, Massachusetts as well as certain of its office and manufacturing space around the world. In February 2018, the Company entered into an agreement to lease 63,761 square feet of office and manufacturing space in Marlborough, Massachusetts from U.S. REIF 111 Locke Drive Massachusetts, LLC (the “Premises”). The lease commences during the second quarter of 2018 (the “Commencement Date”) and shall continue for a period of 126 consecutive months, unless earlier terminated in accordance with the terms of the lease (the “Lease Term”). Under the lease, the Company has the option to extend the Lease Term for two additional five-year periods. Fixed rent with respect to 40,000 square feet of the Premises only shall commence on the Commencement Date, and rent for the full 63,761 square feet of the Premises shall begin 19 months following the Commencement Date. Under the terms of the lease, the Company has provided a letter of credit of approximately $163,000 as a security deposit and is required to pay its pro rata share of any building operating expenses and real estate taxes. Future minimum rental commitments under the Company’s leases as of March 31, 2018 are as follows (in thousands): Minimum Rental 2018 (nine months remaining) $ 3,191 2019 3,808 2020 3,653 2021 3,342 2022 1,968 Thereafter 4,401 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions | 15. Related Party Transactions Certain facilities leased by Spectrum are owned by the former owner of Spectrum, who currently holds greater than 10% of the Company’s outstanding common stock. The lease amounts paid to this shareholder were negotiated in connection with the Spectrum Acquisition. The Company has incurred rent expense totaling $201,000 for the three-month period ended March 31, 2018 related to these leases. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting | 16. 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 sole operating segment. The following table represents the Company’s total revenue by geographic area (based on the location of the customer): Three months ended March 31, 2018 2017 North America 45 % 38 % Europe 43 % 54 % Asia and Australia 11 % 8 % Other 1 % — Total 100 % 100 % Revenue from significant customers as a percentage of the Company’s total revenue is as follows: Three months ended March 31, 2018 2017 GE Healthcare 17 % 27 % MilliporeSigma 14 % 21 % Significant accounts receivable balances as a percentage of the Company’s total trade accounts receivable are as follows: March 31, 2018 December 31, 2017 GE Healthcare 19 % 11 % MilliporeSigma 20 % 19 % |
Acquisition of Spectrum LifeS22
Acquisition of Spectrum LifeSciences, LLC (Tables) - Spectrum Inc. | 3 Months Ended |
Mar. 31, 2018 | |
Consideration Transferred | The total consideration transferred follows (in thousands): Cash consideration $ 122,932 Equity consideration 247,575 Working capital adjustment 425 Net assets acquired $ 370,932 |
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 $ 10,137 Accounts receivable 5,075 Inventory 13,570 Prepaid expenses and other assets 616 Fixed assets 6,004 Deferred tax assets 1,102 Customer relationships 78,400 Developed technology 38,560 Trademark and tradename 2,160 Non-competition agreements 960 Goodwill 265,654 Accounts payable (1,335 ) Unrecognized tax benefit (576 ) Accrued liabilities (5,787 ) Deferred tax liabilities (43,608 ) Fair value of net assets acquired $ 370,932 |
Unaudited Supplemental Pro Forma Information | The following table presents unaudited supplemental pro forma information as if the Spectrum Acquisition had occurred as of January 1, 2017 (in thousands, except per share data): Pro-forma Three months ended March 31, 2018 Pro-forma Three months ended March 31, 2017 Total revenue 44,830 39,875 Net income 3,939 3,266 Earnings per share: Basic $ 0.09 $ 0.08 Diluted $ 0.09 $ 0.08 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disaggregation of Revenue | Revenues for the three-month periods ended March 31, 2018 and 2017 were as follows: Three months ended March 31, (in thousands, except percentages) 2018 2017 $ Change % Change Product revenue $ 44,799 $ 30,569 $ 14,230 47 % Royalty and other revenue 31 21 10 48 % Total revenue $ 44,830 $ 30,590 $ 14,240 47 % |
Disaggregation of Revenue from Contracts with Customers by Geographic Region | The following tables disaggregate the Company’s revenue from contracts with customers by geographic region (in thousands). Three months ended North America $ 20,239 Europe 19,401 Asia and Pacific 4,947 Other 243 Total revenue $ 44,830 |
Revenue from Significant Customers | Revenue from significant customers is as follows (in thousands): Three months ended GE Healthcare $ 7,717 MilliporeSigma $ 6,465 |
Summary of Receivables and Deferred Revenue from Contracts with Customers | The following table provides information about receivables and deferred revenue from contracts with customers as of March 31, 2018: 2018 Balances from contracts with customers only: Accounts receivable $ 29,352 Deferred revenue 1,547 Revenue recognized in the period relating to: The beginning deferred revenue balance $ 434 Changes in pricing related to products or services satisfied in previous periods — Impairment losses on receivables — |
Accumulated Other Comprehensi24
Accumulated Other Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Summary of Changes in Accumulated Other Comprehensive Income | The following table summarizes the changes in accumulated other comprehensive income by component (in thousands): (In thousands) Foreign currency translation gain (loss) Balance at December 31, 2017 $ (6,363 ) Foreign currency translation gain 251 Balance at March 31, 2018 $ (6,112 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Basic and Diluted Weighted Average Shares Outstanding | Basic and diluted weighted average shares outstanding were as follows: Three months ended March 31, 2018 2017 Basic weighted average common shares outstanding 43,621,270 33,891,702 Effect of dilutive securities: Stock options and restricted stock awards 389,702 490,620 Convertible senior notes 315,760 — Weighted average common shares, assuming dilution 44,326,732 34,382,322 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Schedule of Inventories | Inventories consist of the following (in thousands): March 31, 2018 December 31, 2017 Raw Materials $ 21,826 $ 22,351 Work-in-process 3,828 4,083 Finished products 14,470 12,570 Total $ 40,124 $ 39,004 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment | Property, plant and equipment consist of the following (in thousands): March 31, 2018 December 31, 2017 Land $ 1,023 $ 1,023 Buildings 764 764 Leasehold improvements 15,740 15,673 Equipment 22,497 21,904 Furniture and fixtures 4,605 4,272 Construction in progress 3,052 2,581 Total property, plant and equipment 47,681 46,217 Less: accumulated depreciation (25,007 ) (23,800 ) Property, plant and equipment, net $ 22,674 $ 22,417 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Intangible assets | Intangible assets consisted of the following at March 31, 2018 (in thousands): Gross Carrying Amount Accumulated Amortization Weighted Average Useful Life (in years) Technology – developed $ 51,860 $ (3,898 ) 19 Patents 240 (240 ) 8 Customer relationships 102,210 (11,446 ) 14 Trademark – definite lived 2,160 (75 ) 20 Trademark – indefinite lived 700 — — Other intangibles 1,066 (304 ) 3 Total intangible assets $ 158,236 $ (15,963 ) 16 Intangible assets consisted of the following at December 31, 2017 (in thousands): Gross Carrying Amount Accumulated Amortization Weighted Average Useful Life (in years) Technology – developed $ 51,801 $ (3,201 ) 19 Patents 240 (238 ) 8 Customer relationships 102,120 (9,636 ) 14 Trademarks – definite lived 2,160 (47 ) 20 Trademarks – indefinite lived 700 — — Other intangibles 1,063 (209 ) 3 Total intangible assets $ 158,084 $ (13,331 ) 16 |
Schedule of Amortization Expense for Amortized Intangible Assets | As of March 31, 2018, the Company expects to record amortization expense as follows (in thousands): Years Ending Amortization Expense December 31, 2018 (nine months remaining) $ 7,978 December 31, 2019 10,513 December 31, 2020 9,910 December 31, 2021 9,395 December 31, 2022 9,395 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accrued Liabilities | Accrued liabilities consist of the following (in thousands): March 31, 2018 December 31, 2017 Employee compensation $ 5,246 $ 9,560 Taxes 2,049 1,668 Royalty and license fees 1,243 1,383 Accrued purchases 521 1,191 Professional fees 827 947 Unearned revenue 1,547 960 Other accrued expenses 2,688 2,220 Total $ 14,121 $ 17,929 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Carrying Value of Convertible Senior Notes | The carrying value of the Company’s convertible senior notes is as follows: March 31, 2018 December 31, 2017 2.125% Convertible Senior Notes due 2021: Principal amount $ 114,989 $ 115,000 Unamortized debt discount (12,513 ) (13,395 ) Unamortized debt issuance costs (2,200 ) (2,355 ) Total convertible senior notes $ 100,276 $ 99,250 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Stock-Based Compensation Expense | The following table presents stock-based compensation expense included in the Company’s consolidated statements of comprehensive income (in thousands): Three Months Ended March 31, 2018 2017 Cost of product revenue $ 266 $ 141 Research and development 170 132 Selling, general and administrative 1,832 1,258 Total $ 2,268 $ 1,531 |
Summary of Option Activity | Information regarding option activity for the three-month period ended March 31, 2018 under the Plans is summarized below: Options Outstanding Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (in years) (in thousands) Aggregate Intrinsic Value Options outstanding at December 31, 2017 734,940 $ 20.80 Granted 398,532 33.85 Exercised (14,531 ) 23.70 Forfeited/cancelled (9,588 ) 29.71 Options outstanding at March 31, 2018 1,109,353 $ 25.34 7.51 $ 12,176 Options exercisable at March 31, 2018 499,504 $ 17.73 5.50 $ 9,300 Vested and expected to vest at March 31, 2018 (1) 1,057,255 $ 24.96 7.40 $ 12,015 (1) Represents the number of vested options as of March 31, 2018 plus the number of unvested options expected to vest as of March 31, 2018 based on the unvested outstanding options at March 31, 2018 adjusted for estimated forfeiture rates of 8% for awards granted to non-executive |
Restricted Stock Units and Performance Stock Units | |
Summary of Restricted Stock Unit and Performance Stock Unit Activity | Information regarding restricted stock unit and performance stock unit activity for the three-month period ended March 31, 2018 under the Plans is summarized below: Units Outstanding Weighted- Average Remaining Contractual Term (in years) (in thousands) Aggregate Intrinsic Value Restricted and performance stock units outstanding at December 31, 2017 505,235 Granted 319,701 Exercised (90,691 ) Forfeited/cancelled (31,169 ) Restricted stock units outstanding at March 31, 2018 703,076 4.06 $ 25,437 Vested and expected to vest at March 31, 2018 (1) 639,530 3.75 $ 23,138 (1) Represents the number of vested restricted stock units as of March 31, 2018 plus the number of unvested restricted stock units expected to vest as of March 31, 2018 based on the unvested outstanding restricted stock units at March 31, 2018 adjusted for estimated forfeiture rates of 8% for awards granted to non-executive |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 2014-2017 Sweden 2011-2017 Germany 2017 Netherlands 2012-2017 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Future Minimum Rental Commitments under Company's Leases | Future minimum rental commitments under the Company’s leases as of March 31, 2018 are as follows (in thousands): Minimum Rental 2018 (nine months remaining) $ 3,191 2019 3,808 2020 3,653 2021 3,342 2022 1,968 Thereafter 4,401 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Percentage of Revenue from Significant Customers | Revenue from significant customers as a percentage of the Company’s total revenue is as follows: Three months ended March 31, 2018 2017 GE Healthcare 17 % 27 % MilliporeSigma 14 % 21 % |
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): Three months ended March 31, 2018 2017 North America 45 % 38 % Europe 43 % 54 % Asia and Australia 11 % 8 % Other 1 % — Total 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 are as follows: March 31, 2018 December 31, 2017 GE Healthcare 19 % 11 % MilliporeSigma 20 % 19 % |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
ASU No. 2016-18 | Cash, Cash Equivalents and Restricted Cash | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
New accounting pronouncement, cumulative effect of change on cash, cash equivalents and restricted cash | $ 450 | $ 450 |
Acquisition of Spectrum LifeS36
Acquisition of Spectrum LifeSciences, LLC - Additional Information (Detail) - USD ($) | Aug. 01, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Finite lived intangible asset, useful life | 16 years | 16 years | |
Goodwill | $ 327,989,000 | $ 327,333,000 | |
Customer relationships | |||
Business Acquisition [Line Items] | |||
Finite lived intangible asset, useful life | 14 years | 14 years | |
Technology - developed | |||
Business Acquisition [Line Items] | |||
Finite lived intangible asset, useful life | 19 years | 19 years | |
Spectrum Inc. | |||
Business Acquisition [Line Items] | |||
Cash payment to acquire business | $ 122,932,000 | ||
Shares issued for business acquisition | 6,153,995 | ||
Value of common stock issued | $ 247,575,000 | ||
Working capital adjustment | 425,000 | ||
Purchase price business acquisition | 370,932,000 | ||
Fair value of net assets acquired | 370,932,000 | ||
Goodwill | 265,654,000 | ||
Goodwill expected to be deductible for tax purposes amount | 0 | ||
Business acquisition, revenue | $ 11,719,000 | ||
Spectrum Inc. | Customer relationships | |||
Business Acquisition [Line Items] | |||
Fair value of acquired finite lived intangible assets | $ 78,400,000 | ||
Finite lived intangible asset, useful life | 15 years | ||
Spectrum Inc. | Technology - developed | |||
Business Acquisition [Line Items] | |||
Fair value of acquired finite lived intangible assets | $ 38,560,000 | ||
Finite lived intangible asset, useful life | 20 years | ||
Spectrum Inc. | Non-competition agreements | |||
Business Acquisition [Line Items] | |||
Fair value of acquired finite lived intangible assets | $ 960,000 | ||
Finite lived intangible asset, useful life | 3 years | ||
Spectrum Inc. | Trademark and Tradename | |||
Business Acquisition [Line Items] | |||
Fair value of acquired finite lived intangible assets | $ 2,160,000 | ||
Spectrum Inc. | Selling, general and administrative | |||
Business Acquisition [Line Items] | |||
Business combination, acquisition related costs | $ 655,000 | $ 7,060,000 |
Consideration Transferred (Deta
Consideration Transferred (Detail) - Spectrum Inc. $ in Thousands | Aug. 01, 2017USD ($) |
Business Acquisition [Line Items] | |
Cash consideration | $ 122,932 |
Equity consideration | 247,575 |
Working capital adjustment | 425 |
Total consideration transferred | $ 370,932 |
Components and Allocation of Pu
Components and Allocation of Purchase Price (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Aug. 01, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 327,989 | $ 327,333 | |
Spectrum Inc. | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 10,137 | ||
Accounts receivable | 5,075 | ||
Inventory | 13,570 | ||
Prepaid expenses and other assets | 616 | ||
Fixed assets | 6,004 | ||
Deferred tax assets | 1,102 | ||
Goodwill | 265,654 | ||
Accounts payable | (1,335) | ||
Unrecognized tax benefit | (576) | ||
Accrued liabilities | (5,787) | ||
Deferred tax liabilities | (43,608) | ||
Net assets acquired | 370,932 | ||
Spectrum Inc. | Customer relationships | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | 78,400 | ||
Spectrum Inc. | Technology - developed | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | 38,560 | ||
Spectrum Inc. | Trademark and Tradename | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | 2,160 | ||
Spectrum Inc. | Non-competition agreements | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | $ 960 |
Unaudited Supplemental Pro Form
Unaudited Supplemental Pro Forma Information (Detail) - Spectrum Inc. - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Business Acquisition [Line Items] | ||
Total revenue | $ 44,830 | $ 39,875 |
Net income | $ 3,939 | $ 3,266 |
Earnings per share: | ||
Basic | $ 0.09 | $ 0.08 |
Diluted | $ 0.09 | $ 0.08 |
Summary of Disaggregation of Pr
Summary of Disaggregation of Product Revenues from Contracts with Customers by Major Product Line (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Product revenue | $ 44,799 | $ 30,569 |
Royalty and other revenue | 31 | 21 |
Total revenue | 44,830 | $ 30,590 |
Product revenue, percentage change amount | 14,230 | |
Royalty and other revenue, percentage change amount | 10 | |
Total revenue, percentage change amount | $ 14,240 | |
Product revenue, percentage change | 47.00% | |
Royalty and other revenue, percentage change | 48.00% | |
Total revenue, percentage change | 47.00% |
Revenue from Contracts with Cus
Revenue from Contracts with Customers by Geographic Region (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Concentration Risk [Line Items] | ||
Total revenue | $ 44,830 | $ 30,590 |
North America | ||
Concentration Risk [Line Items] | ||
Total revenue | 20,239 | |
Europe | ||
Concentration Risk [Line Items] | ||
Total revenue | 19,401 | |
Asia and Pacific | ||
Concentration Risk [Line Items] | ||
Total revenue | 4,947 | |
Other | ||
Concentration Risk [Line Items] | ||
Total revenue | $ 243 |
Revenue from Significant Custom
Revenue from Significant Customers (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Concentration Risk [Line Items] | ||
Total revenue | $ 44,830 | $ 30,590 |
GE Healthcare | ||
Concentration Risk [Line Items] | ||
Total revenue | 7,717 | |
MilliporeSigma | ||
Concentration Risk [Line Items] | ||
Total revenue | $ 6,465 |
Summary of Receivables and Defe
Summary of Receivables and Deferred Revenue from Contracts with Customers (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Balances from contracts with customers only: | ||
Accounts receivable | $ 29,352 | $ 27,585 |
Deferred revenue | 1,547 | |
Revenue recognized in the period relating to: | ||
The beginning deferred revenue balance | 434 | |
Changes in pricing related to products or services satisfied in previous periods | 0 | |
Impairment losses on receivables | $ 0 |
Change in Accumulated Other Com
Change in Accumulated Other Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | $ 591,548 | |
Foreign currency translation gain | 251 | $ 1,027 |
Ending Balance | 597,183 | |
Foreign currency translation gain (loss) | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | (6,363) | |
Foreign currency translation gain | 251 | |
Ending Balance | $ (6,112) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - $ / shares | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | May 24, 2016 | |
Computation of Earnings Per Share [Line Items] | ||||
Participating securities outstanding | 0 | 0 | ||
Stock options, outstanding | 1,109,353 | 734,940 | ||
Stock options, weighted average exercise price | $ 25.34 | $ 20.80 | ||
Common stock excluded from calculation of diluted earnings per share | 593,874 | 458,685 | ||
2.125% Convertible Senior Notes due 2021 | ||||
Computation of Earnings Per Share [Line Items] | ||||
Notes, interest rate | 2.125% | 2.125% | ||
Notes, due date | Jun. 1, 2021 | |||
Option To Purchase Common Stock | ||||
Computation of Earnings Per Share [Line Items] | ||||
Stock options, outstanding | 1,109,353 | 805,903 | ||
Stock options, weighted average exercise price | $ 25.34 | $ 19.68 | ||
Restricted Stock Units (RSUs) | ||||
Computation of Earnings Per Share [Line Items] | ||||
Common stock excluded from calculation of diluted earnings per share | 703,076 | 404,781 |
Basic and Diluted Weighted Aver
Basic and Diluted Weighted Average Shares Outstanding (Detail) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Weighted Average Number of Shares Outstanding [Line Items] | ||
Basic weighted average common shares outstanding | 43,621,270 | 33,891,702 |
Effect of dilutive securities: | ||
Stock options and restricted stock awards | 389,702 | 490,620 |
Convertible senior notes | 315,760 | |
Weighted average common shares, assuming dilution | 44,326,732 | 34,382,322 |
Schedule of Inventories (Detail
Schedule of Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory [Line Items] | ||
Raw materials | $ 21,826 | $ 22,351 |
Work-in-process | 3,828 | 4,083 |
Finished products | 14,470 | 12,570 |
Total | $ 40,124 | $ 39,004 |
Property, Plant and Equipment48
Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Land | $ 1,023 | $ 1,023 |
Buildings | 764 | 764 |
Leasehold improvements | 15,740 | 15,673 |
Equipment | 22,497 | 21,904 |
Furniture and fixtures | 4,605 | 4,272 |
Construction in progress | 3,052 | 2,581 |
Total property, plant and equipment | 47,681 | 46,217 |
Less: accumulated depreciation | (25,007) | (23,800) |
Property, plant and equipment, net | $ 22,674 | $ 22,417 |
Property, Plant and Equipment -
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense of property and equipment | $ 1,284 | $ 928 |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 158,236 | $ 158,084 |
Accumulated Amortization | $ (15,963) | $ (13,331) |
Weighted Average Useful Life (in years) | 16 years | 16 years |
Trademark | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount, indefinite lived intangible assets | $ 700 | $ 700 |
Technology - developed | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 51,860 | 51,801 |
Accumulated Amortization | $ (3,898) | $ (3,201) |
Weighted Average Useful Life (in years) | 19 years | 19 years |
Patents | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 240 | $ 240 |
Accumulated Amortization | $ (240) | $ (238) |
Weighted Average Useful Life (in years) | 8 years | 8 years |
Customer relationships | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 102,210 | $ 102,120 |
Accumulated Amortization | $ (11,446) | $ (9,636) |
Weighted Average Useful Life (in years) | 14 years | 14 years |
Other intangibles | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,066 | $ 1,063 |
Accumulated Amortization | $ (304) | $ (209) |
Weighted Average Useful Life (in years) | 3 years | 3 years |
Trademark | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,160 | $ 2,160 |
Accumulated Amortization | $ (75) | $ (47) |
Weighted Average Useful Life (in years) | 20 years | 20 years |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 2,664 | $ 715 |
Amortization Expense for Amorti
Amortization Expense for Amortized Intangible Assets (Detail) $ in Thousands | Mar. 31, 2018USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Amortization Expense, December 31, 2018 (nine months remaining) | $ 7,978 |
Amortization Expense, December 31, 2019 | 10,513 |
Amortization Expense, December 31, 2020 | 9,910 |
Amortization Expense, December 31, 2021 | 9,395 |
Amortization Expense, December 31, 2022 | $ 9,395 |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Schedule of Accrued Liabilities [Line Items] | ||
Employee compensation | $ 5,246 | $ 9,560 |
Taxes | 2,049 | 1,668 |
Royalty and license fees | 1,243 | 1,383 |
Accrued purchases | 521 | 1,191 |
Professional fees | 827 | 947 |
Unearned revenue | 1,547 | 960 |
Other accrued expenses | 2,688 | 2,220 |
Total | $ 14,121 | $ 17,929 |
Carrying Value of Convertible S
Carrying Value of Convertible Senior Notes (Detail) - 2.125% Convertible Senior Notes due 2021 - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Principal amount | $ 114,989 | $ 115,000 |
Unamortized debt discount | (12,513) | (13,395) |
Unamortized debt issuance costs | (2,200) | (2,355) |
Total convertible senior notes | $ 100,276 | $ 99,250 |
Carrying Value of Convertible55
Carrying Value of Convertible Senior Notes (Parenthetical) (Detail) - 2.125% Convertible Senior Notes due 2021 | 3 Months Ended | |
Mar. 31, 2018 | 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 | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | ||||
Loss on conversion of senior convertible notes | $ (1,000) | |||
Accretion of the debt discount | $ 1,036,000 | $ 970,000 | ||
2.125% Convertible Senior Notes due 2021 | ||||
Debt Instrument [Line Items] | ||||
Notes issued | $ 115,000,000 | $ 11,000 | ||
Notes, interest rate | 2.125% | 2.125% | ||
Proceeds from issuance of convertible senior notes, net of costs | $ 111,100,000 | |||
Notes, frequency of periodic payment | Semi-annually | |||
Notes, date of first required payment | Dec. 1, 2016 | |||
Notes, due date | Jun. 1, 2021 | |||
Loss on conversion of senior convertible notes | $ (1,000) | |||
Notes conversion ratio per $1,000 principal amount | 31.1813 | |||
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 | 611,000 | |||
Accretion of the debt discount | 881,000 | |||
Amortization of the debt issuance costs | $ 155,000 | |||
Effective interest rate on the Notes | 6.60% | |||
Notes, carrying value | $ 100,276,000 | $ 99,250,000 | ||
Fair value of the note | $ 150,500,000 | |||
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 | d | 30 | |||
Notes redemption price | 100.00% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2012 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 2,268 | $ 1,531 | ||
Stock options, outstanding | 1,109,353 | 734,940 | ||
Number of shares available for future grant | 254,907 | |||
Closing price of common stock | $ 36.18 | |||
Weighted average grant date fair value of share-based awards granted | $ 18.27 | $ 16.46 | ||
Total fair value of stock options vested | $ 1,339 | $ 1,195 | ||
Total unrecognized compensation cost | $ 30,762 | |||
Unrecognized compensation cost, weighted average remaining requisite service period | 4 years 7 months 28 days | |||
Employee Stock Option | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Incentive options, vesting period | 3 years | |||
Employee Stock Option | Minimum | Vest Over Three Year | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Incentive options, vesting percentage | 33.00% | |||
Employee Stock Option | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Incentive options, vesting period | 5 years | |||
Incentive options, term | 10 years | |||
Employee Stock Option | Maximum | Vest Over Five Year | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Incentive options, vesting percentage | 20.00% | |||
Non-Employee Directors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Incentive options, vesting period | 1 year | |||
Option To Purchase Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options, outstanding | 1,109,353 | 805,903 | ||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units, outstanding | 703,076 | |||
Closing price of common stock | $ 36.18 | |||
Aggregate intrinsic value of restricted stock units vested | $ 3,224 | $ 2,064 | ||
Weighted average grant date fair value of restricted stock units granted | $ 33.80 | $ 32.18 | ||
Total grant date fair value of restricted stock units vested | $ 2,619 | $ 1,616 | ||
Employee Stock Option and Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Incentive options, vesting period | 9 years |
Stock-Based Compensation Expens
Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 2,268 | $ 1,531 |
Cost of product revenue | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 266 | 141 |
Research and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 170 | 132 |
Selling, general and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 1,832 | $ 1,258 |
Summary of Option Activity (Det
Summary of Option Activity (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)$ / sharesshares | ||
Options Outstanding | ||
Options outstanding at December 31, 2017 | shares | 734,940 | |
Granted | shares | 398,532 | |
Exercised | shares | (14,531) | |
Forfeited/cancelled | shares | (9,588) | |
Options outstanding at March 31, 2018 | shares | 1,109,353 | |
Options exercisable at March 31, 2018 | shares | 499,504 | |
Vested and expected to vest at March 31, 2018 | shares | 1,057,255 | [1] |
Weighted-Average Exercise Price Per Share | ||
Options outstanding at December 31, 2017 | $ / shares | $ 20.80 | |
Granted | $ / shares | 33.85 | |
Exercised | $ / shares | 23.70 | |
Forfeited/cancelled | $ / shares | 29.71 | |
Options outstanding at March 31, 2018 | $ / shares | 25.34 | |
Options exercisable at March 31, 2018 | $ / shares | 17.73 | |
Vested and expected to vest at March 31, 2018 | $ / shares | $ 24.96 | [1] |
Weighted-Average Remaining Contractual Term (in years) | ||
Options outstanding at March 31, 2018 | 7 years 6 months 3 days | |
Options exercisable at March 31, 2018 | 5 years 6 months | |
Vested and expected to vest at March 31, 2018 | 7 years 4 months 24 days | [1] |
Aggregate Intrinsic Value | ||
Options outstanding at March 31, 2018 | $ | $ 12,176 | |
Options exercisable at March 31, 2018 | $ | 9,300 | |
Vested and expected to vest at March 31, 2018 | $ | $ 12,015 | [1] |
[1] | Represents the number of vested options as of March 31, 2018 plus the number of unvested options expected to vest as of March 31, 2018 based on the unvested outstanding options at March 31, 2018 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 | Mar. 31, 2018 |
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% |
Summary of Restricted Stock Uni
Summary of Restricted Stock Unit and Performance Stock Unit Activity (Detail) - Restricted Stock Units and Performance Stock Units $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)shares | ||
Options Outstanding | ||
Restricted and performance stock units outstanding at December 31, 2017 | 505,235 | |
Granted | 319,701 | |
Exercised | (90,691) | |
Forfeited/cancelled | (31,169) | |
Restricted stock units outstanding at March 31, 2018 | 703,076 | |
Vested and expected to vest at March 31, 2018 | 639,530 | [1] |
Weighted-Average Remaining Contractual Term (in years) | ||
Restricted stock units outstanding at March 31, 2018 | 4 years 22 days | |
Vested and expected to vest at March 31, 2018 | 3 years 9 months | [1] |
Aggregate Intrinsic Value | ||
Restricted stock units outstanding at March 31, 2018 | $ | $ 25,437 | |
Vested and expected to vest at March 31, 2018 | $ | $ 23,138 | [1] |
[1] | Represents the number of vested restricted stock units as of March 31, 2018 plus the number of unvested restricted stock units expected to vest as of March 31, 2018 based on the unvested outstanding restricted stock units at March 31, 2018 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 U62
Summary of Restricted Stock Unit and Performance Stock Unit Activity (Parenthetical) (Detail) - Restricted Stock Units (RSUs) | Mar. 31, 2018 |
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% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) € in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017USD ($) | Jan. 01, 2018USD ($) | Dec. 31, 2017EUR (€) | |
Income Taxes [Line Items] | |||||
Effective tax rate | 24.70% | 24.60% | |||
U.S. statutory tax rate | 21.00% | 34.00% | 35.00% | ||
Net operating loss carry forwards, expiration description | Expire at various dates through December 2037. | ||||
Business tax credits carry forwards, expiration description | Expire at various dates through December 2037. | ||||
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | $ 12,812 | ||||
Tax cuts and jobs Act, increased tax provision on undistributed and previously untaxed post-1986 earnings and profits of the specified foreign corporation | 3,266 | ||||
Accounting Standards Update 2016-06 | Other Assets | |||||
Income Taxes [Line Items] | |||||
Impact on assets and liabilities due to change in accounting principle | $ 5,609 | ||||
Accounting Standards Update 2016-06 | Deferred Tax Liabilities | |||||
Income Taxes [Line Items] | |||||
Impact on assets and liabilities due to change in accounting principle | 4,932 | ||||
Accounting Standards Update 2016-06 | Accumulated Deficit | |||||
Income Taxes [Line Items] | |||||
Impact on assets and liabilities due to change in accounting principle | $ 677 | ||||
Domestic Tax Authority | |||||
Income Taxes [Line Items] | |||||
Business tax credits carry forwards | 297 | ||||
State | |||||
Income Taxes [Line Items] | |||||
Business tax credits carry forwards | 99 | ||||
United States | |||||
Income Taxes [Line Items] | |||||
Net operating loss carry forwards | 19,652 | ||||
Germany | |||||
Income Taxes [Line Items] | |||||
Net operating loss carry forwards | $ 743 | € 603 |
Summary of Tax Returns Periods
Summary of Tax Returns Periods Subject to Examination by Federal, State and International Taxing Authorities (Detail) | 3 Months Ended |
Mar. 31, 2018 | |
Germany | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,017 |
Earliest Tax Year | United States | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,014 |
Earliest Tax Year | Sweden | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,011 |
Earliest Tax Year | Netherlands | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,012 |
Latest Tax Year | United States | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,017 |
Latest Tax Year | Sweden | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,017 |
Latest Tax Year | Netherlands | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,017 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | May 24, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of other assets | $ 0 | $ 0 | |
Fair value of other liabilities | $ 0 | 0 | |
2.125% Convertible Senior Notes due 2021 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Principal amount | 11,000 | $ 115,000,000 | |
Notes, due date | Jun. 1, 2021 | ||
Notes, frequency of periodic payment | Semi-annually | ||
Notes, date of first required payment | Dec. 1, 2016 | ||
Total convertible senior notes | $ 100,276,000 | $ 99,250,000 | |
Fair value of convertible senior notes | $ 150,500,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Jun. 01, 2018ft² | Feb. 28, 2018ft² | Mar. 31, 2018USD ($) |
Commitment And Contingencies [Line Items] | |||
Lease agreement, space | 63,761 | ||
Lease agreement, commencement date | Jun. 1, 2018 | ||
Lease agreement, term | 126 months | ||
Lease agreement, term | 5 years | ||
Number of options to extend the term | 2 | ||
Lease agreement payment condition | Fixed rent with respect to 40,000 square feet of the Premises only shall commence on the Commencement Date, and rent for the full 63,761 square feet of the Premises shall begin 19 months following the Commencement Date. | ||
Letter of Credit | |||
Commitment And Contingencies [Line Items] | |||
Lease agreement, security deposit | $ | $ 163,000 | ||
Scenario, Forecast | |||
Commitment And Contingencies [Line Items] | |||
Lease agreement, space | 40,000 |
Future Minimum Rental Commitmen
Future Minimum Rental Commitments under Company's Leases (Detail) $ in Thousands | Mar. 31, 2018USD ($) |
Operating Leased Assets [Line Items] | |
2018 (nine months remaining) | $ 3,191 |
2,019 | 3,808 |
2,020 | 3,653 |
2,021 | 3,342 |
2,022 | 1,968 |
Thereafter | $ 4,401 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) (Detail) - Principal Owner $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Related Party Transaction [Line Items] | |
Rent Expense | $ 201 |
Minimum | |
Related Party Transaction [Line Items] | |
Non controlling ownership interest minimum | 10.00% |
Percentage of Revenue by Geogra
Percentage of Revenue by Geographic Area (Detail) - Geographic Concentration Risk - Total Revenue | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Concentration Risk [Line Items] | ||
Revenues, percentage by country | 100.00% | 100.00% |
North America | ||
Concentration Risk [Line Items] | ||
Revenues, percentage by country | 45.00% | 38.00% |
Europe | ||
Concentration Risk [Line Items] | ||
Revenues, percentage by country | 43.00% | 54.00% |
Asia and Australia | ||
Concentration Risk [Line Items] | ||
Revenues, percentage by country | 11.00% | 8.00% |
Other | ||
Concentration Risk [Line Items] | ||
Revenues, percentage by country | 1.00% |
Percentage of Revenue from Sign
Percentage of Revenue from Significant Customers (Detail) - Customer Concentration Risk - Sales Revenue | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
GE Healthcare | ||
Revenue, Major Customer [Line Items] | ||
Revenue from significant customers as a percentage of total revenue | 17.00% | 27.00% |
MilliporeSigma | ||
Revenue, Major Customer [Line Items] | ||
Revenue from significant customers as a percentage of total revenue | 14.00% | 21.00% |
Percentage of Accounts Receivab
Percentage of Accounts Receivable by Significant Customers (Detail) - Customer Concentration Risk - Accounts Receivable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
GE Healthcare | ||
Concentration Risk [Line Items] | ||
Accounts receivable, percentage by customer | 19.00% | 11.00% |
MilliporeSigma | ||
Concentration Risk [Line Items] | ||
Accounts receivable, percentage by customer | 20.00% | 19.00% |