Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 22, 2019 | Jun. 29, 2018 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | REPLIGEN CORP | ||
Trading Symbol | RGEN | ||
Entity Central Index Key | 730,272 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Shell Company | false | ||
Emerging growth company | false | ||
Smaller reporting company | false | ||
Entity Common Stock, Shares Outstanding | 43,921,488 | ||
Entity Public Float | $ 1,569,493,598 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 193,822 | $ 173,759 |
Accounts receivables, less reserve for doubtful accounts of $227 and $58 at December 31, 2018 and December 31, 2017, respectively | 33,015 | 27,585 |
Royalties and other receivables | 136 | 153 |
Unbilled receivables | 2,602 | 0 |
Inventories, net | 42,263 | 39,004 |
Prepaid expenses and other current assets | 3,901 | 2,281 |
Total current assets | 275,739 | 242,782 |
Property, plant and equipment, net | 32,180 | 22,417 |
Intangible assets, net | 135,438 | 144,753 |
Goodwill | 326,735 | 327,333 |
Deferred tax assets | 4,355 | 0 |
Other assets | 174 | 6,234 |
Total assets | 774,621 | 743,519 |
Current liabilities: | ||
Accounts payable | 10,489 | 7,282 |
Accrued liabilities | 15,865 | 17,929 |
Convertible senior notes, current portion | 103,488 | |
Total current liabilities | 129,842 | 25,211 |
Convertible senior notes, net | 0 | 99,250 |
Deferred tax liabilities | 25,086 | 25,167 |
Other liabilities, long-term | 4,125 | 2,343 |
Total liabilities | 159,053 | 151,971 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued or outstanding | ||
Common stock, $0.01 par value; 80,000,000 shares authorized; 43,917,378 shares at December 31, 2018 and 43,587,079 shares at December 31, 2017 issued and outstanding | 439 | 436 |
Additional paid-in capital | 642,590 | 628,983 |
Accumulated other comprehensive loss | (11,893) | (6,363) |
Accumulated deficit | (15,568) | (31,508) |
Total stockholders' equity | 615,568 | 591,548 |
Total liabilities and stockholders' equity | $ 774,621 | $ 743,519 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts receivable, reserve for doubtful accounts | $ 227 | $ 58 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 43,917,378 | 43,587,079 |
Common stock, shares outstanding | 43,917,378 | 43,587,079 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue: | |||
Revenue | $ 194,032 | $ 141,236 | $ 104,541 |
Costs and operating expenses: | |||
Cost of product revenue | 86,531 | 67,050 | 47,117 |
Research and development | 15,821 | 8,672 | 7,355 |
Selling, general and administrative | 65,692 | 51,509 | 30,853 |
Contingent consideration – fair value adjustments | 0 | 3,242 | |
Total costs and operating expenses | 168,044 | 127,231 | 88,567 |
Income from operations | 25,988 | 14,005 | 15,974 |
Other income (expenses): | |||
Investment income | 1,895 | 371 | 346 |
Interest expense | (6,709) | (6,441) | (3,768) |
Other income (expenses) | 262 | (687) | (860) |
Other expenses, net | (4,552) | (6,757) | (4,282) |
Income before income taxes | 21,436 | 7,248 | 11,692 |
Income tax provision (benefit) | 4,819 | (21,105) | 11 |
Net income | $ 16,617 | $ 28,353 | $ 11,681 |
Earnings per share: | |||
Basic | $ 0.38 | $ 0.74 | $ 0.35 |
Diluted | $ 0.37 | $ 0.72 | $ 0.34 |
Weighted average common shares outstanding: | |||
Basic | 43,767 | 38,234 | 33,573 |
Diluted | 45,471 | 39,150 | 34,099 |
Net income | $ 16,617 | $ 28,353 | $ 11,681 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | (5,530) | 7,381 | (5,189) |
Unrealized gain on marketable securities | 0 | 5 | 6 |
Comprehensive income | 11,087 | 35,739 | 6,498 |
Products | |||
Revenue: | |||
Revenue | 193,891 | 141,089 | 104,441 |
Royalty and Other Revenue | |||
Revenue: | |||
Revenue | $ 141 | $ 147 | $ 100 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Atoll GmbH | Spectrum Inc. | Common Stock | Common StockAtoll GmbH | Common StockSpectrum Inc. | Additional Paid-in Capital | Additional Paid-in CapitalAtoll GmbH | Additional Paid-in CapitalSpectrum Inc. | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)Atoll GmbH | Accumulated Other Comprehensive Income (Loss)Spectrum Inc. | Accumulated Deficit | Accumulated DeficitAtoll GmbH | Accumulated DeficitSpectrum Inc. |
Balance at Dec. 31, 2015 | $ 122,748 | $ 329 | $ 202,527 | $ (8,566) | $ (71,542) | ||||||||||
Balance (in shares) at Dec. 31, 2015 | 32,949,353 | ||||||||||||||
Net income | 11,681 | 11,681 | |||||||||||||
Exercise of stock options and vesting of restricted stock | 1,841 | $ 4 | 1,837 | ||||||||||||
Exercise of stock options and vesting of restricted stock (in shares) | 321,218 | ||||||||||||||
Unrealized gain on investments | 6 | 6 | |||||||||||||
Issuance of commons stock pursuant to the acquisition | $ 14,135 | $ 5 | $ 14,130 | ||||||||||||
Issuance of commons stock pursuant to the acquisition, (in shares) | 538,700 | ||||||||||||||
Payment of contingent consideration in stock | 875 | 875 | |||||||||||||
Payment of contingent consideration in stock (in shares) | 34,803 | ||||||||||||||
Conversion option of convertible notes, net of issuance costs of $639 | 18,072 | 18,072 | |||||||||||||
Stock-based compensation expense | 4,595 | 4,595 | |||||||||||||
Balance at Dec. 31, 2016 | 168,764 | $ 338 | 242,036 | (13,749) | (59,861) | ||||||||||
Balance (in shares) at Dec. 31, 2016 | 33,844,074 | ||||||||||||||
Translation adjustment | (5,189) | (5,189) | |||||||||||||
Net income | 28,353 | 28,353 | |||||||||||||
Exercise of stock options and vesting of restricted stock | 2,351 | $ 3 | 2,348 | ||||||||||||
Exercise of stock options and vesting of restricted stock (in shares) | 330,185 | ||||||||||||||
Unrealized gain on investments | 5 | 5 | |||||||||||||
Issuance of commons stock pursuant to the acquisition | $ 247,575 | $ 62 | $ 247,513 | ||||||||||||
Issuance of commons stock pursuant to the acquisition, (in shares) | 6,153,995 | ||||||||||||||
Payment of contingent consideration in stock | 1,063 | $ 1 | 1,062 | ||||||||||||
Payment of contingent consideration in stock (in shares) | 30,756 | ||||||||||||||
Proceeds from issuance of common stock, net of issuance costs of $8,691 | 129,309 | $ 32 | 129,277 | ||||||||||||
Proceeds from issuance of common stock (in shares) | 3,228,069 | ||||||||||||||
Stock-based compensation expense | 6,747 | 6,747 | |||||||||||||
Balance at Dec. 31, 2017 | 591,548 | $ 436 | 628,983 | (6,363) | (31,508) | ||||||||||
Balance (in shares) at Dec. 31, 2017 | 43,587,079 | ||||||||||||||
Net income | 12,178 | ||||||||||||||
Balance at Dec. 31, 2017 | 591,548 | $ 436 | 628,983 | (6,363) | (31,508) | ||||||||||
Balance (in shares) at Dec. 31, 2017 | 43,587,079 | ||||||||||||||
Translation adjustment | 7,381 | 7,381 | |||||||||||||
Net income | 16,617 | 16,617 | |||||||||||||
Exercise of stock options and vesting of restricted stock | 3,418 | $ 3 | 3,415 | 0 | |||||||||||
Exercise of stock options and vesting of restricted stock (in shares) | 330,297 | ||||||||||||||
Stock-based compensation expense | 10,192 | $ 0 | 10,192 | 0 | |||||||||||
Issuance of common stock for debt conversion | |||||||||||||||
Issuance of common stock for debt conversion (in shares) | 2 | ||||||||||||||
Balance at Dec. 31, 2018 | 615,568 | $ 439 | 642,590 | (11,893) | (15,568) | ||||||||||
Balance (in shares) at Dec. 31, 2018 | 43,917,378 | ||||||||||||||
Translation adjustment | (5,530) | (5,530) | |||||||||||||
Cumulative effect of accounting changes | $ (677) | $ (677) |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Conversion option of convertible notes, issuance costs | $ 8,691 | $ 639 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net income | $ 16,617 | $ 28,353 | $ 11,681 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 15,778 | 10,507 | 5,334 |
Non-cash interest expense | 4,248 | 3,977 | 2,274 |
Stock-based compensation expense | 10,192 | 6,747 | 4,595 |
Deferred tax expense | 71 | (24,679) | (4,092) |
Loss on revaluation of contingent consideration | 0 | 3,242 | |
Other | (3) | 64 | (8) |
Changes in operating assets and liabilities, excluding impact of acquisitions: | |||
Accounts receivable | (6,101) | (6,888) | (3,222) |
Royalties and other receivables | 7 | 644 | (652) |
Unbilled receivables | (2,602) | ||
Inventories | (4,042) | 605 | (6,163) |
Prepaid expenses and other assets | (1,769) | (1,304) | 612 |
Accounts payable | 2,266 | 807 | (1,802) |
Accrued expenses | (1,398) | (1,993) | (4,038) |
Long-term liabilities | (494) | 611 | (240) |
Total cash provided by operating activities | 32,770 | 17,451 | 7,521 |
Cash flows from investing activities: | |||
Purchases of marketable securities | (47) | (23,700) | |
Redemption of marketable securities | 19,600 | 23,400 | |
Additions to capitalized software costs | (2,147) | ||
Developed technology intangible asset payment | (1,255) | ||
Proceeds from sale of fixed asset | 45 | ||
Purchases of property, plant and equipment | (10,635) | (5,454) | (4,325) |
Total cash used in investing activities | (14,037) | (98,696) | (49,194) |
Cash flows from financing activities: | |||
Proceeds from issuance of senior convertible notes, net of issuance costs | 111,070 | ||
Proceeds from issuance of common stock, net of issuance costs | 129,309 | ||
Exercise of stock options | 3,418 | 2,351 | 1,841 |
Repayment of senior convertible notes | (11) | ||
Payments of contingent consideration | (1,715) | (798) | |
Total cash provided by financing activities | 3,407 | 129,945 | 112,113 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (2,077) | 2,376 | (2,299) |
Net increase in cash, cash equivalents and restricted cash | 20,063 | 51,076 | 68,141 |
Cash, cash equivalents and restricted cash, beginning of period | 173,759 | 122,683 | 54,542 |
Cash, cash equivalents and restricted cash, end of period | 193,822 | 173,759 | 122,683 |
Supplemental disclosure of cash flow information: | |||
Income taxes paid | 4,046 | 4,021 | 3,993 |
Interest paid | 2,444 | 2,444 | 1,222 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Non-cash effect of adoption of ASU 2016-16 | 5,609 | ||
Payment of contingent consideration in common stock | 0 | 1,063 | 875 |
Property, plant and equipment related to lease incentives | 2,270 | ||
Spectrum Lifesciences Inc. | |||
Cash flows from investing activities: | |||
Acquisition of assets, net of cash acquired | (112,795) | ||
Supplemental disclosure of non-cash investing and financing activities: | |||
Common stock tendered for acquisition of assets | 0 | $ 247,575 | |
Atoll GmbH | |||
Cash flows from investing activities: | |||
Acquisition of assets, net of cash acquired | (8,767) | ||
Supplemental disclosure of non-cash investing and financing activities: | |||
Common stock tendered for acquisition of assets | 0 | 14,135 | |
TangenX Technology Corporation | |||
Cash flows from investing activities: | |||
Acquisition of assets, net of cash acquired | $ (35,847) |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisitions: | |||
Fair value of tangible assets acquired | $ 19,709 | $ 1,420 | |
Fair value of accounts receivable | 5,075 | 1,267 | |
Fair value of other assets | 1,718 | 183 | |
Liabilities assumed | (7,698) | (3,662) | |
Fair value of stock issued | (247,575) | (14,135) | |
Cost in excess of fair value of assets acquired (Goodwill) | 265,519 | 46,505 | |
Acquired identifiable intangible assets | 120,080 | 19,829 | |
Deferred tax liabilities, net | (43,608) | (5,841) | |
Business Combination Considerations Transferred Net | 113,220 | 45,566 | |
Less accrued contingent consideration | (952) | ||
Less working capital adjustment | (425) | ||
Net cash paid for business acquisitions | $ 112,795 | $ 44,614 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization and Nature of Business | 1. Organization and Nature of Business Repligen Corporation (NASDAQ:RGEN) is a bioprocessing company focused on the development, manufacture and commercialization of highly innovative products used to improve the interconnected phases of the biological drug manufacturing process. The Company’s portfolio includes protein products (Protein A affinity ligands, cell culture growth factors), chromatography products (OPUS pre-packed The Company is the leading manufacturer of Protein A ligands, a critical component of Protein A resins that are the industry standard for downstream separation and purification of monoclonal antibody-based therapeutics. The Company’s growth factors are used in upstream processes to accelerate cell growth and productivity in a bioreactor. The Company’s innovative line of OPUS chromatography columns, used in downstream processes for bench-scale through clinical-scale purification needs, are delivered pre-packed single-use Single-use The Company is subject to a number of risks typically associated with companies in the biotechnology industry. These risks principally include the Company’s dependence on key customers, development by the Company or its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with the FDA and other governmental regulations and approval requirements, as well as the ability to grow the Company’s business and obtain adequate funding to finance this growth. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions by management affect the Company’s revenue recognition for multiple element arrangements, allowance for doubtful accounts, the net realizable value of inventory, estimated fair value of cost method investments, valuations and purchase price allocations related to business combinations, expected future cash flows including growth rates, discount rates, terminal values and other assumptions and estimates used to evaluate the recoverability of long-lived assets, estimated fair values of intangible assets and goodwill, amortization methods and periods, warranty reserves, certain accrued expenses, stock-based compensation, fair value estimates of contingent consideration, contingent liabilities, tax reserves and recoverability of the Company’s net deferred tax assets and related valuation allowance. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Repligen Sweden AB, Repligen GmbH, Spectrum LifeSciences LLC and its subsidiaries (“Spectrum,” acquired on August 1, 2017) and Repligen Singapore Pte. Ltd. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior year balances have changed to reflect current year presentation. Foreign Currency The Company translates the assets and liabilities of its foreign subsidiary at rates in effect at the end of the reporting period. Revenues and expenses are translated at average rates in effect during the reporting period. Translation adjustments, including adjustments related to the Company’s intercompany loan with Repligen Sweden AB and Repligen Sweden AB’s intercompany loan with Repligen GmbH, are remeasured at each period end and included in accumulated other comprehensive income. Revenue Recognition We generate revenue from the sale of products, equipment devices, and related consumables used with these equipment devices to customers in the life science and biopharmaceutical industries. Under ASC 606, “ Revenue from Contracts with Customers,” revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method or the most likely amount method, depending on the facts and circumstances relative to the contract. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component as of December 31, 2018. Contracts with customers may contain multiple performance obligations. For such arrangements, the transaction price is allocated to each performance obligation based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. The Company recognizes product revenue under the terms of each customer agreement upon transfer of control to the customer, which occurs at a point in time. Shipping and handling fees are recorded as a component of product revenue, with the associated costs recorded as a component of cost of product revenue. Risks and Uncertainties The Company evaluates its operations periodically to determine if any risks and uncertainties exist that could impact its operations in the near term. The Company does not believe that there are any significant risks which have not already been disclosed in the consolidated financial statements. A loss of certain suppliers could temporarily disrupt operations, although alternate sources of supply exist for these items. The Company has mitigated these risks by working closely with key suppliers, identifying alternate sources and developing contingency plans. Cash, Cash Equivalents, Restricted Cash and Marketable Securities Cash and cash equivalents include cash on hand and on deposit and highly liquid investments in money market mutual funds. All cash equivalents are carried at cost, which approximates fair value. Restricted cash represents cash that is restricted as to withdrawal or usage. In 2011, the Company issued a letter of credit in lieu of a security deposit for its leased facility in Waltham, Massachusetts, which was collateralized by a certificate of deposit held by the bank that issued the letter of credit. This certificate of deposit was classified as restricted cash in the accompanying consolidated balance sheets. As of December 31, 2016, the letter of credit was $ 0.5 We adopted ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” For the Years Ended December 31, 2018 2017 2016 (Amounts in thousands) Cash and cash equivalents $ 193,822 $ 173,759 $ 122,233 Restricted cash — — 450 Total cash, cash equivalents, and restricted cash $ 193,822 $ 173,759 $ 122,683 At December 31, 2016, the Company’s investments included money market funds and short-term marketable securities. There were no such investments as of December 31, 2018 and 2017. Short-term marketable securities are investments with original maturities of greater than 90 days. Long-term marketable securities are securities with maturities of greater than one year at the original date of purchase. There were no realized gains or losses on the investments for the years ended December 31, 2018, 2017 and 2016. 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. As of December 31, 2018, cash and cash equivalents on our consolidated balance sheet includes $126.6 million in a money market account. These funds are valued on a recurring basis using Level 1 inputs. As of December 31, 2018 and 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 $115.0 million aggregate principal amount of the Notes due June 1 , 2021 . Interest is payable semi-annually 1 and December 1 of each year, beginning on December 1 , 2016 . As of December 31 , 2018 , the carrying value of the Notes was $103.5 million, net of unamortized discount, and the fair value of the Notes was $184.6 million. The fair value of the Notes is a Level 1 valuation and was determined based on the most recent trade activity of the Notes as of December 31 , 2018 . The Notes are discussed in more detail in Note 10 , “Convertible Senior Notes” There were no to fair value during the year ended December 31, 2018 of financial assets and liabilities that are not measured at fair value on a recurring basis. Inventories Inventories relate to the Company’s bioprocessing business. The Company values inventory at cost or, if lower, net realizable 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 Lease Accounting Certain of the Company’s operating leases where the Company is the lessee provide for minimum annual payments that increase over the life of the lease. The aggregate minimum annual payments are expensed on the straight-lined basis beginning when the Company takes possession of the property and extending over the term of the related lease, including renewal options when the exercise of the option is reasonably assured as an economic penalty may be incurred if the option is not exercised. The amount by which straight-line rent exceeds actual lease payment requirements in the early years of the leases is accrued as deferred rent and reduced in later years when the actual cash payment requirements exceed the straight-line expense. The Company also accounts in its straight-line computation for the effect of any “rental holidays” and lessor-paid tenant improvements. Accrued Liabilities The Company estimates accrued liabilities by identifying services performed on the Company’s behalf, estimating the level of service performed and determining the associated cost incurred for such service as of each balance sheet date. For example, the Company would accrue for professional and consulting fees incurred with law firms, audit and accounting service providers and other third-party consultants. These expenses are determined by either requesting those service providers to estimate unbilled services at each reporting date for services incurred or tracking costs incurred by service providers under fixed fee arrangements. The Company has processes in place to estimate the appropriate amounts to record for accrued liabilities, which principally involve the applicable personnel reviewing the services provided. In the event that the Company does not identify certain costs that have begun to be incurred or the Company under or over-estimates the level of services performed or the costs of such services, the reported expenses for that period may be too low or too high. The date on which certain services commence, the level of services performed on or before a given date, and the cost of such services often require the exercise of judgment. The Company makes these judgments based upon the facts and circumstances known at the date of the financial statements. Income Taxes Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are provided, if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions using a “more-likely-than-not” Property, Plant & Equipment Property, Plant & Equipment is recorded at cost less allowances for depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the asset as follows: Classification Estimated Useful Life Buildings Thirty years Leasehold improvements Shorter of the term of the lease or estimated useful life Equipment Three to twelve years Furniture and fixtures Three to eight years Earnings Per Share Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares and dilutive common share equivalents then outstanding. Potential common share equivalents consist of restricted stock awards and the incremental common shares issuable upon the exercise of stock options and warrants. Under the treasury stock method, unexercised “in-the-money” non-forfeitable A reconciliation of basic and diluted share amounts is as follows: For the Years Ended December 31, 2018 2017 2016 (Amounts in thousands, except per share data) Net income $ 16,617 $ 28,353 $ 11,681 Weighted average shares used in computing net income per share - basic 43,767 38,234 33,573 Effect of dilutive shares: Stock options and restricted stock awards 581 441 526 Convertible senior notes 1,123 475 — Dilutive potential common shares 1,704 916 526 Weighted average shares used in computing net income per share - diluted 45,471 39,150 34,099 Earnings per share: Basic $ 0.38 $ 0.74 $ 0.35 Diluted $ 0.37 $ 0.72 $ 0.34 At December 31, 2018, there were outstanding options to purchase 998,226 shares of the Company’s common stock at a weighted average exercise price of $27.54 per share and 705,413 shares of common stock issuable upon the vesting of restricted stock units (“RSUs”). For the year ended December 31, 2018, 479,854 shares of the Company’s common stock were excluded from the calculation of diluted earnings per share because the exercise prices of the stock options were greater than or equal to the average price of the common shares and were therefore, anti-dilutive. As provided by the terms of the indenture underlying the senior convertible notes, the Company has a choice to settle the conversion obligation for the Convertible Notes in cash, shares or any combination of the two. The Company currently intends to settle the par value of the Convertible Notes in cash and any excess conversion premium in shares. The Company applies the provisions of ASC 260, “Earnings Per Share”, Subsection 10-45-44, to determine the diluted weighted average shares outstanding as it relates to the conversion spread on its convertible notes. Accordingly, the par value of the Convertible Notes is not included in the calculation of diluted income per share, but the dilutive effect of the conversion premium is considered in the calculation of diluted net income per share using the treasury stock method. The dilutive impact of the Convertible Notes is based on the difference between the Company’s current period average stock price and the conversion price of the convertible notes, provided there is a premium. Pursuant to this accounting standard, there is no dilution from the accreted principal of the Convertible Notes. At December 31, 2017, there were outstanding options to purchase 734,940 shares of the Company’s common stock at a weighted average exercise price of $20.80 per share and 505,235 shares of common stock issuable upon the vesting of RSUs. For the year ended December 31, 2017, 317,923 shares of the Company’s common stock were excluded from the calculation of diluted earnings per share because the exercise prices of the stock options were greater than or equal to the average price of the common shares and were therefore, anti-dilutive. At December 31, 2016, there were outstanding options to purchase 1,236,586 shares of the Company’s common stock at a weighted average exercise price of $12.05 per share. For the year ended December 31, 2016, 381,686 shares of the Company’s common stock were excluded from the calculation of diluted earnings per share because the exercise prices of the stock options were greater than or equal to the average price of the common shares and were therefore, anti-dilutive. Segment Reporting The Company views its operations, makes decisions regarding how to allocate resources and manages its business as one operating segment and two reporting units. As a result, the financial information disclosed herein represents all of the material financial information related to the Company. The following table represents product revenues by product line: For the Years Ended December 31, 2018 2017 (1) 2016 (2,3) (Amounts in thousands) Chromatography products $ 45,326 $ 36,309 $ 29,520 Filtration products 90,586 49,050 19,774 Protein products 54,375 53,969 54,716 Other 3,604 1,761 431 Total product revenue $ 193,891 $ 141,089 $ 104,441 (1) 2017 revenue for filtration, chromatography and other products includes revenue related to Spectrum from August 1, 2017 through December 31, 2017. (2) 2016 revenue for filtration products includes revenue related to TangenX from December 14, 2016 through December 31, 2016. (3) 2016 revenue for chromatography products includes revenue related to Atoll from April 1, 2016 through December 31, 2016. Revenue from protein products includes our Protein A ligands and cell culture growth factors. Revenue from filtration products includes our XCell ATF Systems and consumables as well as our KrosFlo and SIUS filtration products. Revenue from chromatography products includes our OPUS and OPUS PD chromatography columns, chromatography resins and ELISA test kits. Other revenue primarily consists of revenue from the sale of operating room products to hospitals as well as freight revenue. The following table represents the Company’s total revenue by geographic area (based on the location of the customer): For the Years Ended December 31, 2018 2017 2016 Revenue by customers’ geographic locations: North America 48 % 43 % 39 % Europe 40 % 46 % 54 % APAC 12 % 11 % 7 % Other 0 % 0 % 0 % Total revenue 100 % 100 % 100 % The following table represents the Company’s total assets by geographic area: December 31, 2018 2017 (Amounts in thousands) Total assets by geographic locations: North America $ 665,833 $ 654,673 Europe 104,750 85,169 APAC 4,038 3,677 Total assets by geographic location $ 774,621 $ 743,519 The following table represents the Company’s long-lived assets by geographic area: December 31, 2018 2017 (Amounts in thousands) Long-lived assets by geographic locations: North America $ 464,253 $ 465,453 Europe 29,426 34,430 APAC 848 854 Total long-lived assets by geographic location $ 494,527 $ 500,737 Concentrations of Credit Risk and Significant Customers Financial instruments that subject the Company to significant concentrations of credit risk primarily consist of cash and cash equivalents, marketable securities and accounts receivable. Per the Company’s investment policy, cash equivalents and marketable securities are invested in financial instruments with high credit ratings and credit exposure to any one issue, issuer (with the exception of U.S. treasury obligations) and type of instrument is limited. At December 31, 2018 and 2017, the Company had no investments associated with foreign exchange contracts, options contracts or other foreign hedging arrangements. Concentration of credit risk with respect to accounts receivable is limited to customers to whom the Company makes significant sales. While a reserve for the potential write-off Revenue from significant customers as a percentage of the Company’s total revenue is as follows: For the Years Ended December 31, 2018 2017 2016 MilliporeSigma 15 % 18 % 28 % GE Healthcare 15 % 21 % 29 % Significant accounts receivable balances as a percentage of the Company’s total trade accounts receivable and royalties and other receivable balances are as follows: December 31, 2018 2017 GE Healthcare 17 % 11 % MilliporeSigma 11 % 19 % Goodwill, Other Intangible Assets and Acquisitions Acquisitions Total consideration transferred for acquisitions is allocated to the assets acquired and liabilities assumed, if any, based on their fair values at the dates of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management. Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Any excess of the fair value of the net tangible and intangible assets acquired over the purchase price is recognized in the statement of operations and comprehensive income. The fair value of contingent consideration includes estimates and judgments made by management regarding the probability that future contingent payments will be made and the extent of royalties to be earned in excess of the defined minimum royalties. Management updates these estimates and the related fair value of contingent consideration at each reporting period. Changes in the fair value of contingent consideration are recorded in the consolidated statements of operations and comprehensive income. The Company uses the income approach to determine the fair value of certain identifiable intangible assets including customer relationships and developed technology. This approach determines fair value by estimating after-tax after-tax Goodwill Goodwill is not amortized and is reviewed for impairment at least annually at the reporting unit level. There was no evidence of impairment to goodwill at December 31, 2018 and 2017. There were no goodwill impairment charges during the years ended December 31, 2018, 2017 and 2016. Intangible Assets Intangible assets are amortized over their useful lives using the estimated economic benefit method, as applicable, and the amortization expense is recorded within cost of product revenue and selling, general and administrative expense in the statements of operations and comprehensive income. Intangible assets and their related useful lives are reviewed at least annually to determine if any adverse conditions exist that would indicate the carrying value of these assets may not be recoverable. More frequent impairment assessments are conducted if certain conditions exist, including a change in the competitive landscape, any internal decisions to pursue new or different technology strategies, a loss of a significant customer, or a significant change in the marketplace, including changes in the prices paid for our products or changes in the size of the market for our products. If impairment indicators are present, the Company determines whether the underlying intangible asset is recoverable through estimated future undiscounted cash flows. If the asset is not found to be recoverable, it is written down to the estimated fair value of the asset based on the sum of the future discounted cash flows expected to result from the use and disposition of the asset. If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. The Company continues to believe that its intangible assets are recoverable at December 31, 2018. Stock Based Compensation The Company measures stock-based compensation cost at the grant date based on the estimated fair value of the award and recognizes it as expense over the employee’s requisite service period on a straight-line basis. The Company records the expense for share-based awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates whether the achievement of a performance-based milestone is probable as of the reporting date. The Company has no awards that are subject to market conditions. The Company recognizes stock-based compensation expense based upon options that are ultimately expected to vest, and accordingly, such compensation expense has been adjusted by an amount of estimated forfeitures. The Company uses the Black-Scholes option pricing model to calculate the fair value of share-based awards on the grant date. The following assumptions are used in calculating the fair value of share-based awards: Expected term Expected volatility Risk-free interest rate zero-coupon Expected dividend yield Estimated forfeiture rates non-executive non-employee Advertising Costs The Company expenses advertising costs as they are incurred. Advertising expense for the years ended December 31, 2018, 2017 and 2016 was $0.2 million, $0.2 million and $0.4 million, respectively. Recent Accounting Standards Updates We consider the applicability and impact of all Accounting Standards Updates on our condensed consolidated financial statements. Updates not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations. Recently issued Accounting Standards Updates which we feel may be applicable to us are as follows: Recently Issued Accounting Standard Updates – Not Yet Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. (“ASU”) 2016-02, “Leases (Topic 842).” “Leases – Targeted Improvements (Topic 842),” In February 2018, the FASB issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.” “Conceptual Framework for Financial Reporting - Chapter 8: Notes to Financial Statements ” In August 2018, the FASB issued ASU 2018-15, “Intangibles – Goodwill and Other – Internal-Use 350-40): internal-use internal-use In November 2018, the FASB issued ASU 2018-18, “Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606.” “Collaborative Arrangements,” “Revenue from Contracts with Customers,” Recently Issued Accounting Standard Updates – Adopted During the Period In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASC 606”) which supersedes the revenue recognition requirements in ASC 605, “Revenue Recognition , ” and creates a new Topic 606, “Revenue from Contracts with Customers . ” Two adoption methods are permitted: retrospectively to all prior reporting periods presented, with certain practical expedients permitted; or retrospectively with the cumulative effect of initially adopting the ASU recognized at the date of initial application. The adoption of this ASU included updates as provided under ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” ; ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” ; ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” ; and ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients.” The Company adopted the provisions of ASC 606 using the modified retrospective method effective January 1, 2018. See Note 4, “Revenue Recognition”, below for further discussion of the effects of this standard on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 203): Classification of Certain Cash Receipts and Cash Payments.” 2016-15 2016-15 In October 2016 , the FASB issued ASU 2016 - 16 , “Intra-Entity Transfers of Assets Other Than Inventory.” 2016 - 16 requires that the income tax consequences of an intra-entity asset transfer other than inventory are recognized at the time of the transfer. An entity will continue to recognize the income tax consequences of an intercompany transfer of inventory when the inventory is sold to a third party. The Company adopted this standard on a modified-retrospective basis on January 1 , 2018 . See Note 7 , “Income Taxes” In November 2016, the FASB issued ASU 2016 - 18 , “Statement of Cash Flows (Topic 230) Restricted Cash,” 1 , 2018 . The adoption resulted in an increase to cash, cash equivalents and restricted cash of $450,000 in the statement of cash flows at December 31 , 2016 and September 30 , 2017 . The Company did not hold any restricted cash at December 31 , 2018 or December 31 , 2017 . In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” 2017-01 In January 2017, the FASB issued ASU 2017-04, “Intangibles–Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” 2017-04 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Acquisitions | 3. Acquisitions 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, benchtop to commercial scale filtration and perfusion systems and a broad portfolio of disposable and 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 consideration and 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 (amounts 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 $2.9 million and $7.1 million in integration costs related to the Spectrum Acquisition in 2018 and 2017, respectively. These costs are primarily included in selling, general and administrative expenses in the consolidated statements of operations and comprehensive income. Fair Value of Net Assets Acquired The amounts recorded for the assets acquired and liabilities in the Spectrum Acquisition are final, based on the facts and circumstances that existed as of the August 1, 2017, the acquisition date. The components and allocation of the purchase price consists of the following amounts (amounts in thousands): Cash and cash equivalents $ 10,137 Accounts receivable 5,075 Inventory 13,502 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-compete 960 Goodwill 265,722 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 will be amortized over the weighted average determined useful life of 15 years, and $38.6 million represents the fair value of developed technology that will be amortized over a determined useful life of 20 years. $1.0 million represents the fair value of non-competition agreements that will be amortized over a determined life of 3 years. $2.2 million represents the fair value of trademarks that will be amortized over a determined life of 2 to 20 years. The aforementioned intangible assets will be amortized on a straight-line basis. 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. Revenue, Net Income and Pro Forma Presentation The Company recorded revenue from Spectrum of $19.4 million from August 1, 2017 through December 31, 2017. The Company has included the operating results of Spectrum in its consolidated statements of operations and comprehensive income 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 (amounts in thousands, except per share data) December 31, 2017 Total revenue $ 162,913 Net income (loss) $ 17,220 Earnings (loss) per share: Basic $ 0.41 Diluted $ 0.40 The unaudited pro forma information for the years ended December 31, 2017 was calculated after applying the Company’s accounting policies and the impact of acquisition date fair value adjustments. Unaudited pro forma net income for year ended December 31, 2017 was adjusted to exclude acquisition-related transaction costs, nonrecurring expenses related to the fair value adjustments associated with the acquisition and income tax benefits resulting from the acquisition. In addition, the unaudited pro forma net income for the year ended December 31, 2017 was adjusted to include incremental amortization of intangible assets. These items have been factored to the unaudited pro forma net income for the year ended December 31, 2017. These pro forma condensed consolidated financial results have been prepared for comparative purposes only and include certain adjustments to reflect the pro forma results of operations as if the acquisition had occurred as of the beginning of the periods presented, such as fair value adjustments to inventory and increased amortization for the fair value of acquired intangible assets. The pro forma information does not reflect the effect of costs or synergies that would have been expected to result from the integration of the acquisition. The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the combination occurred at the beginning of each period presented, or of future results of the consolidated entities. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2018 | |
Revenue Recognition | 4. 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, Disaggregation of Revenue Revenues for the years ended December 31, 2018, 2017 and 2016 were as follows (amounts in thousands, except percentages): For the Years Ended December 31, 2018 2017 2016 (Amounts in thousands) Product Revenue $ 193,891 $ 141,089 $ 104,441 Royalty and other income 141 147 100 Total revenue $ 194,032 $ 141,236 $ 104,541 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. Disaggregated revenue from contracts with customers by geographic region can be found in Note 2., “Summary of Significant Accounting Policies – Segment Reporting,” Revenue from significant customers is as follows (amounts in thousands): For the Years Ended December 31, 2018 2017 2016 MilliporeSigma $ 29,843 $ 25,061 $ 28,856 GE Healthcare $ 29,616 $ 30,150 $ 30,366 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 Spectrum Acquisition. 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. The Company’s other Filtration product offerings are not highly interdependent of one another and are therefore considered distinct products that represent separate performance obligations. Revenue on these products is generally recognized at a point in time upon transfer of control to the customer. The Company invoices the customer for the installation and training services in an amount that directly corresponds with the value to the customer of the Company’s performance to date; therefore, revenue recognized is based on the amount billable to the customer in accordance with the practical expedient under ASC 606-10-55-18. The Company also markets flat sheet TFF cassettes and hardware. TFF is a rapid and efficient method for separation and purification of that is widely used in laboratory, process development and process scale applications in biopharmaceutical manufacturing. The Company’s single-use ™ TFF cassettes and hardware are not highly interdependent of one another and are therefore considered distinct products that represent separate performance obligations. TFF product revenue is generally recognized at a point in time upon transfer of control to the customer. 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 chromatography column line and Protein A chromatography resins. OPUS columns typically consist of the outer hardware of the column with a resin as ordered by the customer packed inside of the column. OPUS columns may also be ordered without the packed resin. In either scenario, the OPUS column and resin are not interdependent of one another and are therefore considered distinct products that represent separate performance obligations. Chromatography product revenue is generally recognized at a point in time upon transfer of control to the customer. Protein Products The Company’s Protein product line generates revenue through the sale of Protein A ligands and growth factors. Protein A ligands are an essential component of Protein A chromatography resins (media) used in the purification of virtually all monoclonal antibody (“mAb”)-based drugs on the market or in development. The Company manufactures multiple forms of Protein A ligands under long-term supply agreements with major life sciences companies, who in turn sell their Protein A chromatography media to end users (biopharmaceutical manufacturers). The Company also manufactures growth factors for sale under long-term supply agreements with certain life sciences companies as well as direct sales to its customers. Each protein product is considered distinct and therefore represents a separate performance obligation. Protein product revenue is generally recognized at a point in time upon transfer of control to the customer. Other Products The Company’s other products include operating room products sold to hospitals. Other product revenue is generally recognized at a point in time upon transfer of control to the customer. Transaction Price Allocated to Future Performance Obligations Remaining performance obligations 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 December 31, 2018 (amounts in thousands): 2018 Balances from contracts with customers only: Accounts receivable $ 33,015 Deferred revenue 1,290 Revenue recognized during the three-month period ending December 31, 2018 relating to: The beginning deferred revenue balance $ 422 Changes in pricing related to products or services satisfied in previous periods — The timing of revenue recognition, billings and cash collections results in the accounts receivables and deferred revenue balances on the Company’s consolidated balance sheets. There were no impairment losses on receivables during the year ending December 31, 2018. 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, |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Other Intangible Assets | 5. Goodwill and Other Intangible Assets Goodwill Goodwill represents the difference between the purchase price and the estimated fair value of identifiable assets acquired and liabilities assumed. Goodwill acquired in a business combination and determined to have an indefinite useful life is not amortized, but instead is tested for impairment at least annually in accordance with ASC 350. The following table represents the changes in the carrying value of goodwill for the years ended December 31, 2018 and 2017 (amounts in thousands): Balance as of December 31, 2016 $ 59,548 Goodwill adjustment related to TangenX acquisition 85 Acquisition of Spectrum Lifesciences, LLC 265,519 Cumulative translation adjustment 2,181 Balance as of December 31, 2017 $ 327,333 Goodwill adjustment related to Spectrum Lifesciences, LLC acquisition 203 Cumulative translation adjustment (801 ) Balance as of December 31, 2018 $ 326,735 During each of the fourth quarters of 2018, 2017 and 2016, we completed our annual impairment assessments and concluded that goodwill was not impaired in any of those years. Other Intangible Assets Intangible assets, except for the ATF tradename, are amortized over their useful lives using the estimated economic benefit method, as applicable, and the amortization expense is recorded within selling, general and administrative expense in the Company’s statements of operations and comprehensive income. The ATF tradename is not amortized. The Company reviews its indefinite-lived intangible assets not subject to amortization to determine if adverse conditions exist or a change in circumstances exists that would indicate an impairment. Intangible assets and their related useful lives are reviewed at least annually to determine if any adverse conditions exist that would indicate the carrying value of these assets may not be recoverable. More frequent impairment assessments are conducted if certain conditions exist, including a change in the competitive landscape, any internal decisions to pursue new or different technology strategies, a loss of a significant customer, or a significant change in the marketplace, including changes in the prices paid for our products or changes in the size of the market for our products. An impairment results if the carrying value of the asset exceeds the estimated fair value of the asset. If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. The Company continues to believe that its intangible assets are recoverable at December 31, 2018. Intangible assets, net consisted of the following at December 31, 2018: December 31, 2018 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life (in years) (Amounts in thousands) Finite-lived intangible assets: Technology - developed $ 53,315 $ (5,942 ) $ 47,373 19 Patents 240 (240 ) — 8 Customer relationships 101,460 (16,609 ) 84,851 14 Trademarks 2,160 (159 ) 2,001 20 Other intangibles 1,061 (548 ) 513 3 Total finite-lived intangible assets 158,236 (23,498 ) 134,738 16 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 158,936 $ (23,498 ) $ 135,438 Intangible assets consisted of the following at December 31, 2017: December 31, 2017 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life (in years) (Amounts in thousands) Finite-lived intangible assets: Technology - developed $ 51,801 $ (3,201 ) $ 48,600 19 Patents 240 (238 ) 2 8 Customer relationships 102,120 (9,636 ) 92,484 14 Trademarks 2,160 (47 ) 2,113 20 Other intangibles 1,063 (209 ) 854 3 Total finite-lived intangible assets 157,384 (13,331 ) 144,053 16 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 158,084 $ (13,331 ) $ 144,753 Amortization expense for finite-lived intangible assets was $10.6 million , $6.2 million and $2.1 million for the years ended December 31, 2018, 2017 and 2016, respectively. As of December 31, 2018, the Company expects to record the following amortization expense (amounts in thousands): Estimated Amortization For the Years Ended December 31, Expense 2019 $ 10,536 2020 9,955 2021 9,464 2022 9,462 2023 9,462 2024 and thereafter 85,859 Total $ 134,738 |
Consolidated Balance Sheet Deta
Consolidated Balance Sheet Detail | 12 Months Ended |
Dec. 31, 2018 | |
Consolidated Balance Sheet Detail | 6. Consolidated Balance Sheet Detail Inventories, net Inventories, net consists of the following: December 31, 2018 2017 (Amounts in thousands) Raw materials $ 24,937 $ 22,351 Work-in-process 5,185 4,083 Finished products 12,141 12,570 Total inventories, net $ 42,263 $ 39,004 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: December 31, 2018 2017 (Amounts in thousands) Equipment maintenance and services $ 1,677 $ 1,091 Prepaid taxes 843 311 Prepaid insurance 629 594 Deferred costs 55 67 Other 697 218 Total prepaid expenses and other current assets $ 3,901 $ 2,281 Property, Plant and Equipment Property, plant and equipment consist of the following: December 31, 2018 2017 (Amounts in thousands) Land $ 1,023 $ 1,023 Buildings 764 764 Leasehold improvements 16,259 15,673 Equipment 24,092 21,904 Furniture and fixtures 5,448 4,272 Construction in progress (1) 12,906 2,581 Total property, plant and equipment 60,492 46,217 Less - Accumulated depreciation (28,312 ) (23,800 ) Total property, plant and equipment, net $ 32,180 $ 22,417 (1) Construction in progress as of December 31, 2018 includes $7.3 million for the buildout of our Marlborough facility, $2.1 million in capitalized internal-use software development costs and $2.1 million for a casting machine, among other projects. Depreciation expense totaled $5.2 million, $4.2 million and $3.3 million in the fiscal years ended December 31, 2018, 2017 and 2016, respectively. Accrued Liabilities Accrued liabilities consist of the following: December 31, 2018 2017 (Amounts in thousands) Employee compensation $ 9,953 $ 9,560 Taxes 1,024 1,668 Royalty and license fees 242 1,383 Accrued purchases 683 1,191 Warranties 546 598 Professional fees 942 947 Deferred revenue 1,290 960 Other 1,185 1,622 Total accrued liabilities $ 15,865 $ 17,929 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes | 7. Income Taxes The components of income from operations before income taxes are as follows: For the Years Ended December 31, 2018 2017 2016 (Amounts in thousands) Domestic $ (73 ) $ (6,709 ) $ (4,882 ) Foreign 21,509 13,957 16,574 Income from operations before income taxes $ 21,436 $ 7,248 $ 11,692 The components of the income tax provision (benefit) from operations are as follows: For the Years Ended December 31, 2018 2017 2016 (Amounts in thousands) Current and deferred components of the tax provision (benefit) from operations: Current $ 4,354 $ 3,624 $ 4,077 Deferred 465 (24,729 ) (4,066 ) Total $ 4,819 $ (21,105 ) $ 11 Jurisdictional components of the tax provision (benefit) from operations: Federal $ (393 ) $ (24,012 ) $ (3,809 ) State 718 (438 ) (207 ) Foreign 4,494 3,345 4,027 Total $ 4,819 $ (21,105 ) $ 11 During 2018, the Company utilized its remaining U.S. net operating loss carryforwards of $19.5 $2.9 The components of deferred income taxes are as follows: December 31, 2018 2017 (Amounts in thousands) Deferred tax assets: Temporary timing differences: Stock-based compensation expense $ 2,874 $ 1,662 Contingent consideration 2,263 2,196 Other 2,632 1,704 Total temporary timing differences 7,769 5,562 Net operating loss carryforwards — 4,361 Tax business credits carryforwards 2,004 1,265 Total deferred tax assets 9,773 11,188 Less: Valuation allowance (131 ) (6 ) Net deferred tax assets 9,642 11,182 Deferred tax liabilities: Goodwill (1,076 ) (807 ) Acquired intangible assets (26,903 ) (32,359 ) Conversion option on convertible notes (2,394 ) (3,183 ) Total deferred tax liabilities (30,373 ) (36,349 ) Total net deferred tax liabilities $ (20,731 ) $ (25,167 ) The net change in the total valuation allowance for the year ended December 31, 2018 was an increase of $0.1 million. The net change in the total valuation allowance for the year ended December 31, 2017 was a decrease of $10.0 million which included the changes below. During the first quarter of 2017 the Company adopted ASU 2016-09. ASU 2016-09 states that previously unrecognized excess tax benefits related to stock-based compensation should be recognized on a modified retrospective basis. As such, the Company increased its U.S. federal and state net operating loss carryovers by $5.1 million as of January 1, 2017 for previously unrecognized stock-based compensation excess tax benefits outstanding as of the beginning of the period. Because the Company maintained a full valuation allowance on its U.S. deferred tax assets at that date, the Company recorded a corresponding increase to the valuation allowance as of January 1, 2017. During the second quarter of 2017, the Company agreed to sell certain intellectual property to Repligen Sweden AB that allowed for the Company to utilize certain of its U.S. deferred tax assets. Accordingly, the Company reduced its valuation allowance on its U.S. deferred tax assets by $9.2 million. Additionally, in conjunction with the Spectrum Acquisition, the Company determined that its U.S. deferred tax assets were more likely than not to be realized after considering deferred tax liabilities related to the acquired intangible assets. Accordingly, the Company reduced its valuation allowance on its U.S. deferred tax assets by $5.9 million. The valuation allowance decreased by $8.5 million for the year ended December 31, 2016. As of December 31, 2018, the Company believes that realization of its deferred tax assets related to capital loss carryovers and certain foreign tax credits are not more likely than not, and the Company continues to maintain its valuation allowance against those U.S. deferred tax assets. The reconciliation of the federal statutory rate to the effective income tax rate for the years ended December 31, 2018, 2017 and 2016 is as follows: For the Years Ended December 31, 2018 2017 2016 Amount % Amount % Amount % (Amounts in thousands, except percentages) Income before income taxes $ 21,436 $ 7,248 $ 11,692 Expected tax at statutory rate 4,502 21.0 % 2,537 35.0 % 3,975 34.0 % Adjustments due to: Difference between U.S. and foreign tax 345 1.6 % (1,797 ) (24.8 %) (2,031 ) (17.4 %) State income and franchise tax (146 ) (0.7 %) (307 ) (4.2 %) (326 ) (2.8 %) Business tax credits (1,523 ) (7.1 %) (708 ) (9.8 %) (236 ) (2.0 %) Permanent differences: Stock-based compensation expense (1,213 ) (5.7 %) (946 ) (13.1 %) 31 0.3 % Transaction costs — 0.0 % 1,232 17.0 % 156 1.3 % U.S. taxation of foreign earnings 2,190 10.2 % — 0.0 % — 0.0 % Executive compensation 367 1.7 % 265 3.7 % — 0.0 % Other 97 0.5 % 205 2.8 % 380 3.3 % Change in U.S. federal tax rates — 0.0 % (12,839 ) (177.1 %) — 0.0 % Change in U.S. state tax rates 748 3.5 % (151 ) (2.1 %) — 0.0 % Change in Netherlands tax rate (388 ) (1.8 %) — 0.0 % — 0.0 % Transition tax (1,338 ) (6.2 %) 3,266 45.1 % — 0.0 % Uncertain tax provisions 1,021 4.8 % 241 3.3 % — 0.0 % Change in valuation allowance 125 0.6 % (12,164 ) (167.8 %) (1,981 ) (16.9 %) Return to provision adjustments 33 0.2 % (161 ) (2.2 %) — 0.0 % Other (1 ) (0.1 %) 222 3.0 43 0.4 % Income tax provision (benefit) $ 4,819 22.5 % $ (21,105 ) (291.2 %) $ 11 0.1 % 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 2015-2018 Sweden 2012-2018 Germany 2017-2018 Netherlands 2012-2018 The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: For the Years Ended December 31, 2018 2017 (Amounts in thousands) Balance of gross unrecognized tax benefits, beginning of period $ 1,806 $ 1,407 Gross amounts of increases in unrecognized tax benefits as a result of tax positions taken in the current period 1,062 199 Gross amounts of increases in unrecognized tax benefits as a result of tax positions taken in the prior period — 679 Gross amounts of decrease due to release (16 ) (479 ) Balance of gross unrecognized tax benefits, end of period $ 2,852 $ 1,806 Included in the balance of unrecognized tax benefits as of December 31, 2018 are $2.9 million of tax benefits that, if recognized, would affect the effective tax rate. As of December 31, 2018, the Company has accumulated undistributed earnings generated by our foreign subsidiaries of approximately $72.4 million. Because $58.0 million of such earnings have previously been subject to the one-time transition tax on foreign earnings required by the 2017 Tax Act, any additional taxes due with respect to such earnings or the excess of the amount for financial reporting over the tax basis of our foreign investments would generally be limited to foreign and state taxes. At December 31, 2018, we have not provided for taxes on outside basis differences of our foreign subsidiaries, as we have the ability and intent to indefinitely reinvest the undistributed earnings of our foreign subsidiaries, and there are no needs for such earnings in the United States that would contradict our plan to indefinitely reinvest. ASU 2016-16,“Intra-Entity Transfers of Assets Other Than Inventory,” requires the income tax consequences of intra-entity transfers of assets other than inventory to be recognized when the intra-entity transfer occurs rather than deferring recognition of income tax consequences until the transfer was made with an outside party. The Company adopted the provisions of this ASU in the first quarter of 2018. The adoption resulted in a decrease of $5.7 million to other assets, a decrease of $5.0 million to deferred tax assets and a decrease of $0.7 million to accumulated deficit at January 1, 2018. On December 22, 2017, President Trump signed into law H.R. 1/Public Law No. 115-97, In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of H.R.1. The Company recognized the provisional tax impacts related to deemed repatriated earnings and the revaluation of deferred tax assets and liabilities and included these amounts in its consolidated financial statements for the year ended December 31, 2017. During 2018, final adjustments noted below have been made to the provisional amounts recorded during 2017, and the Company has now completed its accounting for various tax impacts of the Act. 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 $12.8 million in the year ended December 31, in its US deferred tax assets and liabilities resulting from the rate change. The accounting for this item is complete and no adjustments were made to this amount during 2018. The Act included a one-time deemed repatriation transition tax whereby entities that are shareholders of a specified foreign corporation must include in gross income the undistributed and previously untaxed post-1986 earnings and profits of the specified foreign corporation. Our provisional amount recorded at December 31, 2017 increased our tax provision by $3.3 million. As of December 31, 2018, the accounting for this item is complete. For the three months ended December 31, 2018, the Company recorded a tax benefit of $1.3 million, as a result of refining our calculations of post-1986 earnings and profits for our foreign subsidiaries. The Company is subject to a territorial tax system under the Act, in which the Company is required to provide for tax on Global Intangible Low-Taxed Income (“GILTI”) earned by certain foreign subsidiaries. The Company has adopted an accounting policy to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity | 8. Stockholders’ Equity Public Offering of Common Stock On July 3, 2017, the Company completed a public offering in which 2,807,017 shares of its common stock were sold to the public at a price of $42.75 per share. The underwriters were granted an option, which they exercised in full, to purchase an additional 421,052 shares of the Company’s common stock. The total proceeds from this offering, net of underwriting discounts, commissions and other offering expenses, totaled $129.3 million. Stock Option and Incentive Plans At our 2018 annual meeting of shareholders held on May 16, 2018, our shareholders approved the 2018 Stock Option and Incentive Plan (the “2018 Plan”). Under the 2018 Plan the number of shares of our common stock that are reserved and available for issuance shall be 2,778,000 plus the number of shares of common stock available for issuance under our Amended and Restated 2012 Stock Option and Incentive Plan (the “2012 Plan”). The shares of common stock underlying any awards under the 2018 Plan, 2012 Plan and the Second Amended and Restated 2001 Repligen Corporation Stock Plan (the “2001 Plan,” and together with the 2018 Plan and 2012 Plan, the “Plans”) that are forfeited, canceled or otherwise terminated (other than by exercise) shall be added back to the shares of stock available for issuance under the 2018 Plan. At December 31, 2018, 2,874,751 shares were available for future grant under the 2018 Plan. Stock-Based Compensation The Company recorded stock-based compensation expense of $ 10.2 million 6.7 million 4.6 million For the Years Ended December 31, 2018 2017 2016 (Amounts in thousands) Cost of product revenue $ 1,019 $ 704 $ 341 Research and development 917 481 537 Selling, general and administrative 8,256 5,562 3,717 Total stock-based compensation $ 10,192 $ 6,747 $ 4,595 During 2016, the Company modified certain stock option grants for its former senior vice president of research and development in conjunction with his retirement. As part of the April 2016 transition agreement, all outstanding equity awards continued to vest through December 31, 2016, and fifty percent (50%) of the option awards that are unvested on February 28, 2017 immediately vested and became exercisable as of that date. As a result of these modifications to his share-based payment arrangements, the Company incurred stock compensation expense of $ 0.3 million The 2018 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 RSUs. 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 employees related to the Spectrum Acquisition which are tied to the achievement of certain revenue and gross margin metrics and the passage of time. Additionally, in the first quarter of 2018, the Company issued performance stock units to certain individuals which are tied to the achievement of certain 2018 revenue 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. The fair value of share-based awards granted during the years ended December 31, 2018, 2017 and 2016 were calculated using the following estimated assumptions: For the Years Ended December 31, 2018 2017 2016 Expected term (in years) 5.5 – 7.5 6.1 6.7 – 7.1 Expected volatility (range) 45.14 – 50.87% 51.48% 50.85 – 51.01% Risk-free interest rate 2.63 – 2.96% 1.88 – 1.99% 1.51 – 2.37% Expected dividend yield 0% 0% 0 Information regarding option activity for the year ended December 31, 2018 under the Plans is summarized below: Shares Weighted average exercise price Weighted- Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in Thousands) Options outstanding at December 31, 2017 734,940 $ 20.80 Granted 449,678 $ 35.48 Exercised (176,804 ) $ 19.31 Forfeited/expired/cancelled (9,588 ) $ 29.71 Options outstanding at December 31, 2018 998,226 $ 27.54 7.19 $ 25,273 Options exercisable at December 31, 2018 410,760 $ 18.53 4.96 $ 14,051 Vested and expected to vest at December 31, 2018 (1) 953,454 7.10 $ 24,490 (1) Represents the number of vested options as of December 31, 2018 plus the number of unvested options expected to vest as of December 31, 2018 based on the unvested outstanding options at December 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 5.3 million 5.3 million 5.0 million, The weighted average grant date fair value of options granted during the years ended December 31, 2018, 2017 and 2016 was $18.90, $16.94 and $14.16, respectively. The total fair value of stock options that vested during the years ended December 31, 2018, 2017 and 2016 was $ 2.3 million 2.2 million 1.7 million, Information regarding RSU activity for the year ended December 31, 2018 under the Plans is summarized below: Shares Weighted- Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in Thousands) Unvested at December 31, 2017 505,235 Awarded 407,961 Vested (153,383 ) Forfeited/expired/cancelled (54,400 ) Unvested at December 31, 2018 705,413 3.98 $ 37,203 Vested and expected to vest at December 31, 2018 (1) 652,543 3.26 $ 34,415 (1) Represents the number of vested RSUs units as of December 31, 2018 plus the number of unvested RSUs expected to vest as of December 31, 2018 based on the unvested outstanding RSUs at December 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 6.2 million, 4.0 million 1.7 million The weighted average grant date fair value of RSUs granted during the years ended December 31, 2018, 2017 and 2016 was $30.30, $26.03 and $27.25, respectively. The total fair value of RSUs that vested during the years ended December 31, 2018, 2017 and 2016 was $ 4.6 million 4.0 million 1.5 million As of December 31, 2018, there was $ 27.1 million |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies | 9. Commitments and Contingencies Lease Commitments In January 2018, the Company entered into a lease agreement to rent a 63,761 square foot manufacturing facility in Marlborough, Massachusetts. This facility is currently being transitioned to take over production of SIUS TFF from our Shrewsbury, Massachusetts facility. We expect this transition to be fully completed by June 30, 2019. This lease expires on November 30, 2028 and the total obligations related to this lease are included in the table below. In 2017, as a result of the Spectrum Acquisition, the Company retained the obligation related to manufacturing space in Rancho Dominguez, California, which expires on July 15, 2020. The space is an approximately 54,000 square foot manufacturing facility which includes manufacturing, quality control and inventory areas as well as clean room suites. This space was expanded by approximately 15,000 square feet in November 2018 when the Company leased space in an adjacent building. This additional lease expires on November 30, 2025. In March 2014, the Company entered into an amendment of its existing to expand the rented space from approximately 56,000 to approximately 76,000 square feet at 41 Seyon Street, Waltham, Massachusetts. Pursuant to the terms of the amended lease, Repligen leased an additional 19,900 square feet (the “Expansion Space”) for a period of eight years and one month, commencing on August 1, 2014. The amended lease provides for additional rent expense of $ 0.4 million 0.2 million 0.5 million 1.4 1.3 million 0.4 million The Company leases four adjacent buildings in Lund, Sweden totaling approximately 45,000 square feet of space used primarily for biologics manufacturing and administrative operations. The lease was renewed during 2016 and expires on December 31, 2021. Future minimum rental commitments under the amended lease as of December 31, 2018 are $ 0.9 Obligations under non-cancelable For the Years Ended December 31, Operating Leases 2019 $ 4,021 2020 3,599 2021 3,263 2022 2,213 2023 1,316 2024 and thereafter 3,622 Minimum operating lease payments $ 18,034 Rent expense charged to operations under operating leases was $ 4.4 million, $3.4 million 2.6 million 4.1 million, $1.7 million 1.8 million, Licensing and Research Agreements The Company licenses certain technologies that are, or may be, incorporated into its technology under several agreements and also has entered into several clinical research agreements which require the Company to fund certain research projects. Generally, the license agreements require the Company to pay annual maintenance fees and royalties on product sales once a product has been established using the technologies. Research and development expenses associated with license agreements were immaterial amounts for the years ended December 31, 2018, 2017 and 2016. In September 2018, we entered into a collaboration agreement with Sartorius Stedim Biotech (“SSB”), a leading international supplier for the biopharmaceutical industry, to integrate XCell ™ ® In June 2018, we secured an agreement with Navigo for the exclusive co-development of multiple affinity ligands for which Repligen holds commercialization rights. We are manufacturing and have agreed to supply the first of these ligands, NGL-Impact ™ Purchase Orders, Supply Agreements and Other Contractual Obligations In the normal course of business, the Company has entered into purchase orders and other agreement with manufacturers, distributors and others. Outstanding obligations at December 31, 2018 of $ 29.0 million |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Dec. 31, 2018 | |
Convertible Senior Notes | 10. Convertible Senior Notes The carrying value of the Company’s convertible senior notes is as follows: December 31, 2018 2017 (Amounts in thousands) 2.125% convertible senior notes due 2021: Principal amount $ 114,989 $ 115,000 Unamortized debt discount (9,781 ) (13,395 ) Unamortized debt issuance costs (1,720 ) (2,355 ) Total convertible senior notes $ 103,488 $ 99,250 On May 24, 2016, the Company issued $115.0 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 $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. During the fourth quarter of 2018, the closing price of the Company’s common stock continued to exceed 130% of the conversion price of the Notes for more than 20 trading days of the last 30 consecutive trading days of the quarter. As a result, the Notes are convertible at the option of the holders of the Notes during the first quarter of 2019, the quarter immediately following the quarter when the conditions were met, as stated in the terms of the Notes. These terms have been met each quarter since the second quarter of 2018 and, expecting to continue meeting these terms, the Company reclassified the carrying value of the Notes from long-term liabilities to current liabilities on the Company’s consolidated balance sheet as of June 30, 2018. As of December 31, 2018, the if- converted 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 $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 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. The Notes contain customary terms and events of default. If an event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, the holders of at least 25% in aggregate principal amount of the outstanding Notes may declare 100% of the principal of, and any accrued and unpaid interest on, all of the Notes to be due and payable. Upon the occurrence of certain events of bankruptcy, insolvency or reorganization involving the Company, 100% of the principal of and accrued and unpaid interest, if any, on all of the Notes will become due and payable automatically. Notwithstanding the foregoing, the Notes provide that, to the extent the Company elects and for up to 270 days, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants consist exclusively of the right to receive additional interest on the Notes. The Company is not aware of any events of default, current events or market conditions that would allow holders to call or convert the Notes as of December 31, 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 $ 96.3 million paid-in re-measured Interest expense recognized on the Notes in 2018 was $ 2.4 million 3.6 million 0.6 million 2.4 3.4 0.6 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss) | 11. Accumulated Other Comprehensive Income (Loss) Changes in accumulated other comprehensive income (loss) consisted of the following for the years ended December 31, 2018 and 2017: Foreign Changes in for-Sale Accumulated (Amounts in thousands) Balance as of December 31, 2016 $ (13,744 ) $ (5 ) $ (13,749 ) Other comprehensive loss 7,381 5 7,386 Balance as of December 31, 2017 (6,363 ) — (6,363 ) Other comprehensive loss (5,530 ) — (5,530 ) Balance as of December 31, 2018 $ (11,893 ) $ — $ (11,893 ) |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Employee Benefit Plans | 12. Employee Benefit Plans In the United States, the Repligen Corporation 401(k) Savings and Retirement Plan (the “401(k) Plan”) is a qualified defined contribution plan in accordance with Section 401(k) of the Internal Revenue Code. All U.S. employees over the age of 21 are eligible to make pre-tax contributions up to a specified percentage of their compensation. Under the 401(k) Plan, the Company may, but is not obligated to match a portion of the employees’ contributions up to a defined maximum. The match is calculated on a calendar year basis. The Company matched $0.7 million, $0.5 million and $0.2 million in the years ended December 31, 2018, 2017 and 2016, respectively. In Sweden, the Company contributes to a government-mandated occupational pension plan that is a qualified defined contribution plan. All employees in Sweden are eligible for this pension plan. The Company pays premiums to a third-party occupational pension specialist who administers the pension plan. These premiums are based on various factors including each employee’s age, salary, employment history and selected benefits in the pension plan. When an employee terminates or retires, these premium payments cease for that employee and the Company has no further pension-related obligations for that employee. For the years ended December 31, 2018, 2017 and 2016, the Company contributed $0.6 million, $0.5 million and $0.5 million, respectively, to the pension plan. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions | 13. Related Party Transactions In July 2017, in conjunction with the Spectrum Acquisition, the Board of Directors engaged one of the Company’s independent directors to serve as the chairperson of the Spectrum Integration Committee. In this role, this Director worked directly with the Company’s executive team on general integration strategy and focused on the integration of Spectrum’s operations and commercial organization with the Company. The Company recorded $ 0.2 million Additionally, 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 $ 0.7 million As part of the Spectrum Acquisition, the Company was responsible for filing all tax returns for Spectrum for the period from January 1, 2017 through July 31, 2017, the day before the Spectrum Acquisition. The Company was responsible for collecting any tax refunds from federal and state authorities and remitting these refunds to the former shareholders of Spectrum, including the former owner of Spectrum who currently holds greater than 10% of the Company’s outstanding common stock. During 2018, the Company collected $ 1.7 million 0.2 million |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Selected Quarterly Financial Data (Unaudited) | 14. Selected Quarterly Financial Data (Unaudited) The following table sets forth certain unaudited quarterly results of operations for 2018 and 2017. In the opinion of management, this information has been prepared on the same basis as the audited consolidated financial statements and all necessary adjustments, consisting only of normal recurring adjustments, have been included in the amounts stated below to present fairly the quarterly information when read in conjunction with the audited consolidated financial statements and notes thereto included elsewhere in this Form 10-K. The quarterly operating results are not necessarily indicative of future results of operations. For the Years Ended December 31, 2018 Q1 Q2 Q3 Q4 (Amounts in thousands, except per share data) Revenue $ 44,830 $ 47,731 $ 49,529 $ 51,942 Gross profit 25,162 26,643 27,346 28,350 Operating expenses 38,854 43,458 41,643 44,089 Net income 3,448 2,738 4,794 5,638 Earnings per share: Basic $ 0.08 $ 0.06 $ 0.11 $ 0.13 Diluted $ 0.08 $ 0.06 $ 0.10 $ 0.12 For the Years Ended December 31, 2017 Q1 Q2 Q3 Q4 (Amounts in thousands, except per share data) Revenue $ 30,590 $ 32,455 $ 36,580 $ 41,611 Gross profit 16,600 18,518 16,593 22,475 Operating expenses 24,914 26,982 36,986 38,349 Net income 3,068 8,438 4,669 12,178 Earnings per share: Basic $ 0.09 $ 0.25 $ 0.11 $ 0.28 Diluted $ 0.09 $ 0.24 $ 0.11 $ 0.27 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions by management affect the Company’s revenue recognition for multiple element arrangements, allowance for doubtful accounts, the net realizable value of inventory, estimated fair value of cost method investments, valuations and purchase price allocations related to business combinations, expected future cash flows including growth rates, discount rates, terminal values and other assumptions and estimates used to evaluate the recoverability of long-lived assets, estimated fair values of intangible assets and goodwill, amortization methods and periods, warranty reserves, certain accrued expenses, stock-based compensation, fair value estimates of contingent consideration, contingent liabilities, tax reserves and recoverability of the Company’s net deferred tax assets and related valuation allowance. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. |
Consolidation | Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Repligen Sweden AB, Repligen GmbH, Spectrum LifeSciences LLC and its subsidiaries (“Spectrum,” acquired on August 1, 2017) and Repligen Singapore Pte. Ltd. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior year balances have changed to reflect current year presentation. |
Foreign Currency | Foreign Currency The Company translates the assets and liabilities of its foreign subsidiary at rates in effect at the end of the reporting period. Revenues and expenses are translated at average rates in effect during the reporting period. Translation adjustments, including adjustments related to the Company’s intercompany loan with Repligen Sweden AB and Repligen Sweden AB’s intercompany loan with Repligen GmbH, are remeasured at each period end and included in accumulated other comprehensive income. |
Revenue Recognition | Revenue Recognition We generate revenue from the sale of products, equipment devices, and related consumables used with these equipment devices to customers in the life science and biopharmaceutical industries. Under ASC 606, “ Revenue from Contracts with Customers,” revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method or the most likely amount method, depending on the facts and circumstances relative to the contract. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component as of December 31, 2018. Contracts with customers may contain multiple performance obligations. For such arrangements, the transaction price is allocated to each performance obligation based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. The Company recognizes product revenue under the terms of each customer agreement upon transfer of control to the customer, which occurs at a point in time. Shipping and handling fees are recorded as a component of product revenue, with the associated costs recorded as a component of cost of product revenue. |
Risks and Uncertainties | Risks and Uncertainties The Company evaluates its operations periodically to determine if any risks and uncertainties exist that could impact its operations in the near term. The Company does not believe that there are any significant risks which have not already been disclosed in the consolidated financial statements. A loss of certain suppliers could temporarily disrupt operations, although alternate sources of supply exist for these items. The Company has mitigated these risks by working closely with key suppliers, identifying alternate sources and developing contingency plans. |
Cash, Cash Equivalents, Restricted Cash and Marketable Securities | Cash, Cash Equivalents, Restricted Cash and Marketable Securities Cash and cash equivalents include cash on hand and on deposit and highly liquid investments in money market mutual funds. All cash equivalents are carried at cost, which approximates fair value. Restricted cash represents cash that is restricted as to withdrawal or usage. In 2011, the Company issued a letter of credit in lieu of a security deposit for its leased facility in Waltham, Massachusetts, which was collateralized by a certificate of deposit held by the bank that issued the letter of credit. This certificate of deposit was classified as restricted cash in the accompanying consolidated balance sheets. As of December 31, 2016, the letter of credit was $ 0.5 We adopted ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” For the Years Ended December 31, 2018 2017 2016 (Amounts in thousands) Cash and cash equivalents $ 193,822 $ 173,759 $ 122,233 Restricted cash — — 450 Total cash, cash equivalents, and restricted cash $ 193,822 $ 173,759 $ 122,683 At December 31, 2016, the Company’s investments included money market funds and short-term marketable securities. There were no such investments as of December 31, 2018 and 2017. Short-term marketable securities are investments with original maturities of greater than 90 days. Long-term marketable securities are securities with maturities of greater than one year at the original date of purchase. There were no realized gains or losses on the investments for the years ended December 31, 2018, 2017 and 2016. |
Fair Value Measurement | Fair Value Measurement In determining the fair value of its assets and liabilities, the Company uses various valuation approaches. The Company employs a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 – Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The availability of observable inputs can vary among the various types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the overall fair value measurement. As of December 31, 2018, cash and cash equivalents on our consolidated balance sheet includes $126.6 million in a money market account. These funds are valued on a recurring basis using Level 1 inputs. As of December 31, 2018 and 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 $115.0 million aggregate principal amount of the Notes due June 1 , 2021 . Interest is payable semi-annually 1 and December 1 of each year, beginning on December 1 , 2016 . As of December 31 , 2018 , the carrying value of the Notes was $103.5 million, net of unamortized discount, and the fair value of the Notes was $184.6 million. The fair value of the Notes is a Level 1 valuation and was determined based on the most recent trade activity of the Notes as of December 31 , 2018 . The Notes are discussed in more detail in Note 10 , “Convertible Senior Notes” There were no to fair value during the year ended December 31, 2018 of financial assets and liabilities that are not measured at fair value on a recurring basis. |
Inventories | Inventories Inventories relate to the Company’s bioprocessing business. The Company values inventory at cost or, if lower, net realizable 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 |
Lease, policy | Lease Accounting Certain of the Company’s operating leases where the Company is the lessee provide for minimum annual payments that increase over the life of the lease. The aggregate minimum annual payments are expensed on the straight-lined basis beginning when the Company takes possession of the property and extending over the term of the related lease, including renewal options when the exercise of the option is reasonably assured as an economic penalty may be incurred if the option is not exercised. The amount by which straight-line rent exceeds actual lease payment requirements in the early years of the leases is accrued as deferred rent and reduced in later years when the actual cash payment requirements exceed the straight-line expense. The Company also accounts in its straight-line computation for the effect of any “rental holidays” and lessor-paid tenant improvements. |
Accrued Liabilities | Accrued Liabilities The Company estimates accrued liabilities by identifying services performed on the Company’s behalf, estimating the level of service performed and determining the associated cost incurred for such service as of each balance sheet date. For example, the Company would accrue for professional and consulting fees incurred with law firms, audit and accounting service providers and other third-party consultants. These expenses are determined by either requesting those service providers to estimate unbilled services at each reporting date for services incurred or tracking costs incurred by service providers under fixed fee arrangements. The Company has processes in place to estimate the appropriate amounts to record for accrued liabilities, which principally involve the applicable personnel reviewing the services provided. In the event that the Company does not identify certain costs that have begun to be incurred or the Company under or over-estimates the level of services performed or the costs of such services, the reported expenses for that period may be too low or too high. The date on which certain services commence, the level of services performed on or before a given date, and the cost of such services often require the exercise of judgment. The Company makes these judgments based upon the facts and circumstances known at the date of the financial statements. |
Income Taxes | Income Taxes Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are provided, if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions using a “more-likely-than-not” |
Property, Plant & Equipment | Property, Plant & Equipment Property, Plant & Equipment is recorded at cost less allowances for depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the asset as follows: Classification Estimated Useful Life Buildings Thirty years Leasehold improvements Shorter of the term of the lease or estimated useful life Equipment Three to twelve years Furniture and fixtures Three to eight years |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares and dilutive common share equivalents then outstanding. Potential common share equivalents consist of restricted stock awards and the incremental common shares issuable upon the exercise of stock options and warrants. Under the treasury stock method, unexercised “in-the-money” non-forfeitable A reconciliation of basic and diluted share amounts is as follows: For the Years Ended December 31, 2018 2017 2016 (Amounts in thousands, except per share data) Net income $ 16,617 $ 28,353 $ 11,681 Weighted average shares used in computing net income per share - basic 43,767 38,234 33,573 Effect of dilutive shares: Stock options and restricted stock awards 581 441 526 Convertible senior notes 1,123 475 — Dilutive potential common shares 1,704 916 526 Weighted average shares used in computing net income per share - diluted 45,471 39,150 34,099 Earnings per share: Basic $ 0.38 $ 0.74 $ 0.35 Diluted $ 0.37 $ 0.72 $ 0.34 At December 31, 2018, there were outstanding options to purchase 998,226 shares of the Company’s common stock at a weighted average exercise price of $27.54 per share and 705,413 shares of common stock issuable upon the vesting of restricted stock units (“RSUs”). For the year ended December 31, 2018, 479,854 shares of the Company’s common stock were excluded from the calculation of diluted earnings per share because the exercise prices of the stock options were greater than or equal to the average price of the common shares and were therefore, anti-dilutive. As provided by the terms of the indenture underlying the senior convertible notes, the Company has a choice to settle the conversion obligation for the Convertible Notes in cash, shares or any combination of the two. The Company currently intends to settle the par value of the Convertible Notes in cash and any excess conversion premium in shares. The Company applies the provisions of ASC 260, “Earnings Per Share”, Subsection 10-45-44, to determine the diluted weighted average shares outstanding as it relates to the conversion spread on its convertible notes. Accordingly, the par value of the Convertible Notes is not included in the calculation of diluted income per share, but the dilutive effect of the conversion premium is considered in the calculation of diluted net income per share using the treasury stock method. The dilutive impact of the Convertible Notes is based on the difference between the Company’s current period average stock price and the conversion price of the convertible notes, provided there is a premium. Pursuant to this accounting standard, there is no dilution from the accreted principal of the Convertible Notes. At December 31, 2017, there were outstanding options to purchase 734,940 shares of the Company’s common stock at a weighted average exercise price of $20.80 per share and 505,235 shares of common stock issuable upon the vesting of RSUs. For the year ended December 31, 2017, 317,923 shares of the Company’s common stock were excluded from the calculation of diluted earnings per share because the exercise prices of the stock options were greater than or equal to the average price of the common shares and were therefore, anti-dilutive. At December 31, 2016, there were outstanding options to purchase 1,236,586 shares of the Company’s common stock at a weighted average exercise price of $12.05 per share. For the year ended December 31, 2016, 381,686 shares of the Company’s common stock were excluded from the calculation of diluted earnings per share because the exercise prices of the stock options were greater than or equal to the average price of the common shares and were therefore, anti-dilutive. |
Segment Reporting | Segment Reporting The Company views its operations, makes decisions regarding how to allocate resources and manages its business as one operating segment and two reporting units. As a result, the financial information disclosed herein represents all of the material financial information related to the Company. The following table represents product revenues by product line: For the Years Ended December 31, 2018 2017 (1) 2016 (2,3) (Amounts in thousands) Chromatography products $ 45,326 $ 36,309 $ 29,520 Filtration products 90,586 49,050 19,774 Protein products 54,375 53,969 54,716 Other 3,604 1,761 431 Total product revenue $ 193,891 $ 141,089 $ 104,441 (1) 2017 revenue for filtration, chromatography and other products includes revenue related to Spectrum from August 1, 2017 through December 31, 2017. (2) 2016 revenue for filtration products includes revenue related to TangenX from December 14, 2016 through December 31, 2016. (3) 2016 revenue for chromatography products includes revenue related to Atoll from April 1, 2016 through December 31, 2016. Revenue from protein products includes our Protein A ligands and cell culture growth factors. Revenue from filtration products includes our XCell ATF Systems and consumables as well as our KrosFlo and SIUS filtration products. Revenue from chromatography products includes our OPUS and OPUS PD chromatography columns, chromatography resins and ELISA test kits. Other revenue primarily consists of revenue from the sale of operating room products to hospitals as well as freight revenue. The following table represents the Company’s total revenue by geographic area (based on the location of the customer): For the Years Ended December 31, 2018 2017 2016 Revenue by customers’ geographic locations: North America 48 % 43 % 39 % Europe 40 % 46 % 54 % APAC 12 % 11 % 7 % Other 0 % 0 % 0 % Total revenue 100 % 100 % 100 % The following table represents the Company’s total assets by geographic area: December 31, 2018 2017 (Amounts in thousands) Total assets by geographic locations: North America $ 665,833 $ 654,673 Europe 104,750 85,169 APAC 4,038 3,677 Total assets by geographic location $ 774,621 $ 743,519 The following table represents the Company’s long-lived assets by geographic area: December 31, 2018 2017 (Amounts in thousands) Long-lived assets by geographic locations: North America $ 464,253 $ 465,453 Europe 29,426 34,430 APAC 848 854 Total long-lived assets by geographic location $ 494,527 $ 500,737 |
Concentrations of Credit Risk and Significant Customers | Concentrations of Credit Risk and Significant Customers Financial instruments that subject the Company to significant concentrations of credit risk primarily consist of cash and cash equivalents, marketable securities and accounts receivable. Per the Company’s investment policy, cash equivalents and marketable securities are invested in financial instruments with high credit ratings and credit exposure to any one issue, issuer (with the exception of U.S. treasury obligations) and type of instrument is limited. At December 31, 2018 and 2017, the Company had no investments associated with foreign exchange contracts, options contracts or other foreign hedging arrangements. Concentration of credit risk with respect to accounts receivable is limited to customers to whom the Company makes significant sales. While a reserve for the potential write-off Revenue from significant customers as a percentage of the Company’s total revenue is as follows: For the Years Ended December 31, 2018 2017 2016 MilliporeSigma 15 % 18 % 28 % GE Healthcare 15 % 21 % 29 % Significant accounts receivable balances as a percentage of the Company’s total trade accounts receivable and royalties and other receivable balances are as follows: December 31, 2018 2017 GE Healthcare 17 % 11 % MilliporeSigma 11 % 19 % |
Goodwill, Other Intangible Assets and Acquisitions | Goodwill, Other Intangible Assets and Acquisitions Acquisitions Total consideration transferred for acquisitions is allocated to the assets acquired and liabilities assumed, if any, based on their fair values at the dates of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management. Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Any excess of the fair value of the net tangible and intangible assets acquired over the purchase price is recognized in the statement of operations and comprehensive income. The fair value of contingent consideration includes estimates and judgments made by management regarding the probability that future contingent payments will be made and the extent of royalties to be earned in excess of the defined minimum royalties. Management updates these estimates and the related fair value of contingent consideration at each reporting period. Changes in the fair value of contingent consideration are recorded in the consolidated statements of operations and comprehensive income. The Company uses the income approach to determine the fair value of certain identifiable intangible assets including customer relationships and developed technology. This approach determines fair value by estimating after-tax after-tax Goodwill Goodwill is not amortized and is reviewed for impairment at least annually at the reporting unit level. There was no evidence of impairment to goodwill at December 31, 2018 and 2017. There were no goodwill impairment charges during the years ended December 31, 2018, 2017 and 2016. Intangible Assets Intangible assets are amortized over their useful lives using the estimated economic benefit method, as applicable, and the amortization expense is recorded within cost of product revenue and selling, general and administrative expense in the statements of operations and comprehensive income. Intangible assets and their related useful lives are reviewed at least annually to determine if any adverse conditions exist that would indicate the carrying value of these assets may not be recoverable. More frequent impairment assessments are conducted if certain conditions exist, including a change in the competitive landscape, any internal decisions to pursue new or different technology strategies, a loss of a significant customer, or a significant change in the marketplace, including changes in the prices paid for our products or changes in the size of the market for our products. If impairment indicators are present, the Company determines whether the underlying intangible asset is recoverable through estimated future undiscounted cash flows. If the asset is not found to be recoverable, it is written down to the estimated fair value of the asset based on the sum of the future discounted cash flows expected to result from the use and disposition of the asset. If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. The Company continues to believe that its intangible assets are recoverable at December 31, 2018. |
Stock Based Compensation | Stock Based Compensation The Company measures stock-based compensation cost at the grant date based on the estimated fair value of the award and recognizes it as expense over the employee’s requisite service period on a straight-line basis. The Company records the expense for share-based awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates whether the achievement of a performance-based milestone is probable as of the reporting date. The Company has no awards that are subject to market conditions. The Company recognizes stock-based compensation expense based upon options that are ultimately expected to vest, and accordingly, such compensation expense has been adjusted by an amount of estimated forfeitures. The Company uses the Black-Scholes option pricing model to calculate the fair value of share-based awards on the grant date. The following assumptions are used in calculating the fair value of share-based awards: Expected term Expected volatility Risk-free interest rate zero-coupon Expected dividend yield Estimated forfeiture rates non-executive non-employee |
Advertising Costs | Advertising Costs The Company expenses advertising costs as they are incurred. Advertising expense for the years ended December 31, 2018, 2017 and 2016 was $0.2 million, $0.2 million and $0.4 million, respectively. |
Recent Accounting Standards Updates | Recent Accounting Standards Updates We consider the applicability and impact of all Accounting Standards Updates on our condensed consolidated financial statements. Updates not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations. Recently issued Accounting Standards Updates which we feel may be applicable to us are as follows: Recently Issued Accounting Standard Updates – Not Yet Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. (“ASU”) 2016-02, “Leases (Topic 842).” “Leases – Targeted Improvements (Topic 842),” In February 2018, the FASB issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.” “Conceptual Framework for Financial Reporting - Chapter 8: Notes to Financial Statements ” In August 2018, the FASB issued ASU 2018-15, “Intangibles – Goodwill and Other – Internal-Use 350-40): internal-use internal-use In November 2018, the FASB issued ASU 2018-18, “Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606.” “Collaborative Arrangements,” “Revenue from Contracts with Customers,” Recently Issued Accounting Standard Updates – Adopted During the Period In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASC 606”) which supersedes the revenue recognition requirements in ASC 605, “Revenue Recognition , ” and creates a new Topic 606, “Revenue from Contracts with Customers . ” Two adoption methods are permitted: retrospectively to all prior reporting periods presented, with certain practical expedients permitted; or retrospectively with the cumulative effect of initially adopting the ASU recognized at the date of initial application. The adoption of this ASU included updates as provided under ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” ; ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” ; ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” ; and ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients.” The Company adopted the provisions of ASC 606 using the modified retrospective method effective January 1, 2018. See Note 4, “Revenue Recognition”, below for further discussion of the effects of this standard on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 203): Classification of Certain Cash Receipts and Cash Payments.” 2016-15 2016-15 In October 2016 , the FASB issued ASU 2016 - 16 , “Intra-Entity Transfers of Assets Other Than Inventory.” 2016 - 16 requires that the income tax consequences of an intra-entity asset transfer other than inventory are recognized at the time of the transfer. An entity will continue to recognize the income tax consequences of an intercompany transfer of inventory when the inventory is sold to a third party. The Company adopted this standard on a modified-retrospective basis on January 1 , 2018 . See Note 7 , “Income Taxes” In November 2016, the FASB issued ASU 2016 - 18 , “Statement of Cash Flows (Topic 230) Restricted Cash,” 1 , 2018 . The adoption resulted in an increase to cash, cash equivalents and restricted cash of $450,000 in the statement of cash flows at December 31 , 2016 and September 30 , 2017 . The Company did not hold any restricted cash at December 31 , 2018 or December 31 , 2017 . In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” 2017-01 In January 2017, the FASB issued ASU 2017-04, “Intangibles–Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” 2017-04 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Cash, Cash Equivalents and Restricted Cash | Accordingly, the following is a summary of our cash, cash equivalents, and restricted cash total as presented in our consolidated statements of cash flows for the years ended December 31, 2018, 2017 and 2016: For the Years Ended December 31, 2018 2017 2016 (Amounts in thousands) Cash and cash equivalents $ 193,822 $ 173,759 $ 122,233 Restricted cash — — 450 Total cash, cash equivalents, and restricted cash $ 193,822 $ 173,759 $ 122,683 |
Property, Plant and Equipment | Property, Plant & Equipment is recorded at cost less allowances for depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the asset as follows: Classification Estimated Useful Life Buildings Thirty years Leasehold improvements Shorter of the term of the lease or estimated useful life Equipment Three to twelve years Furniture and fixtures Three to eight years |
Reconciliation of Basic and Diluted Shares Amounts | For the Years Ended December 31, 2018 2017 2016 (Amounts in thousands, except per share data) Net income $ 16,617 $ 28,353 $ 11,681 Weighted average shares used in computing net income per share - basic 43,767 38,234 33,573 Effect of dilutive shares: Stock options and restricted stock awards 581 441 526 Convertible senior notes 1,123 475 — Dilutive potential common shares 1,704 916 526 Weighted average shares used in computing net income per share - diluted 45,471 39,150 34,099 Earnings per share: Basic $ 0.38 $ 0.74 $ 0.35 Diluted $ 0.37 $ 0.72 $ 0.34 |
Summary of Product Revenues by Product Line | The following table represents product revenues by product line: For the Years Ended December 31, 2018 2017 (1) 2016 (2,3) (Amounts in thousands) Chromatography products $ 45,326 $ 36,309 $ 29,520 Filtration products 90,586 49,050 19,774 Protein products 54,375 53,969 54,716 Other 3,604 1,761 431 Total product revenue $ 193,891 $ 141,089 $ 104,441 (1) 2017 revenue for filtration, chromatography and other products includes revenue related to Spectrum from August 1, 2017 through December 31, 2017. (2) 2016 revenue for filtration products includes revenue related to TangenX from December 14, 2016 through December 31, 2016. (3) 2016 revenue for chromatography products includes revenue related to Atoll from April 1, 2016 through December 31, 2016. |
Total Assets by Geographic Area | The following table represents the Company’s total assets by geographic area: December 31, 2018 2017 (Amounts in thousands) Total assets by geographic locations: North America $ 665,833 $ 654,673 Europe 104,750 85,169 APAC 4,038 3,677 Total assets by geographic location $ 774,621 $ 743,519 |
Long Lived Assets by Geographic Area | The following table represents the Company’s long-lived assets by geographic area: December 31, 2018 2017 (Amounts in thousands) Long-lived assets by geographic locations: North America $ 464,253 $ 465,453 Europe 29,426 34,430 APAC 848 854 Total long-lived assets by geographic location $ 494,527 $ 500,737 |
Percentage of Revenue from Significant Customers | Revenue from significant customers as a percentage of the Company’s total revenue is as follows: For the Years Ended December 31, 2018 2017 2016 MilliporeSigma 15 % 18 % 28 % GE Healthcare 15 % 21 % 29 % |
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): For the Years Ended December 31, 2018 2017 2016 Revenue by customers’ geographic locations: North America 48 % 43 % 39 % Europe 40 % 46 % 54 % APAC 12 % 11 % 7 % Other 0 % 0 % 0 % Total revenue 100 % 100 % 100 % |
Accounts Receivable | |
Percentage by Geographic Area or Significant Customers | Significant accounts receivable balances as a percentage of the Company’s total trade accounts receivable and royalties and other receivable balances are as follows: December 31, 2018 2017 GE Healthcare 17 % 11 % MilliporeSigma 11 % 19 % |
Acquisitions (Tables)
Acquisitions (Tables) - Spectrum Inc. | 12 Months Ended |
Dec. 31, 2018 | |
Consideration Transferred | The total consideration transferred follows (amounts 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 (amounts in thousands): Cash and cash equivalents $ 10,137 Accounts receivable 5,075 Inventory 13,502 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-compete 960 Goodwill 265,722 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 (amounts in thousands, except per share data) December 31, 2017 Total revenue $ 162,913 Net income (loss) $ 17,220 Earnings (loss) per share: Basic $ 0.41 Diluted $ 0.40 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Changes in Carrying Value of Goodwill | The following table represents the changes in the carrying value of goodwill for the years ended December 31, 2018 and 2017 (amounts in thousands): Balance as of December 31, 2016 $ 59,548 Goodwill adjustment related to TangenX acquisition 85 Acquisition of Spectrum Lifesciences, LLC 265,519 Cumulative translation adjustment 2,181 Balance as of December 31, 2017 $ 327,333 Goodwill adjustment related to Spectrum Lifesciences, LLC acquisition 203 Cumulative translation adjustment (801 ) Balance as of December 31, 2018 $ 326,735 |
Intangible assets | Intangible assets, net consisted of the following at December 31, 2018: December 31, 2018 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life (in years) (Amounts in thousands) Finite-lived intangible assets: Technology - developed $ 53,315 $ (5,942 ) $ 47,373 19 Patents 240 (240 ) — 8 Customer relationships 101,460 (16,609 ) 84,851 14 Trademarks 2,160 (159 ) 2,001 20 Other intangibles 1,061 (548 ) 513 3 Total finite-lived intangible assets 158,236 (23,498 ) 134,738 16 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 158,936 $ (23,498 ) $ 135,438 Intangible assets consisted of the following at December 31, 2017: December 31, 2017 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life (in years) (Amounts in thousands) Finite-lived intangible assets: Technology - developed $ 51,801 $ (3,201 ) $ 48,600 19 Patents 240 (238 ) 2 8 Customer relationships 102,120 (9,636 ) 92,484 14 Trademarks 2,160 (47 ) 2,113 20 Other intangibles 1,063 (209 ) 854 3 Total finite-lived intangible assets 157,384 (13,331 ) 144,053 16 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 158,084 $ (13,331 ) $ 144,753 |
Schedule of Amortization Expense for Amortized Intangible Assets | As of December 31, 2018, the Company expects to record the following amortization expense (amounts in thousands): Estimated Amortization For the Years Ended December 31, Expense 2019 $ 10,536 2020 9,955 2021 9,464 2022 9,462 2023 9,462 2024 and thereafter 85,859 Total $ 134,738 |
Consolidated Balance Sheet De_2
Consolidated Balance Sheet Detail (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventories | Inventories, net consists of the following: December 31, 2018 2017 (Amounts in thousands) Raw materials $ 24,937 $ 22,351 Work-in-process 5,185 4,083 Finished products 12,141 12,570 Total inventories, net $ 42,263 $ 39,004 |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: December 31, 2018 2017 (Amounts in thousands) Equipment maintenance and services $ 1,677 $ 1,091 Prepaid taxes 843 311 Prepaid insurance 629 594 Deferred costs 55 67 Other 697 218 Total prepaid expenses and other current assets $ 3,901 $ 2,281 |
Property, Plant and Equipment | Property, plant and equipment consist of the following: December 31, 2018 2017 (Amounts in thousands) Land $ 1,023 $ 1,023 Buildings 764 764 Leasehold improvements 16,259 15,673 Equipment 24,092 21,904 Furniture and fixtures 5,448 4,272 Construction in progress (1) 12,906 2,581 Total property, plant and equipment 60,492 46,217 Less - Accumulated depreciation (28,312 ) (23,800 ) Total property, plant and equipment, net $ 32,180 $ 22,417 (1) Construction in progress as of December 31, 2018 includes $7.3 million for the buildout of our Marlborough facility, $2.1 million in capitalized internal-use software development costs and $2.1 million for a casting machine, among other projects. |
Accrued Liabilities | Accrued liabilities consist of the following: December 31, 2018 2017 (Amounts in thousands) Employee compensation $ 9,953 $ 9,560 Taxes 1,024 1,668 Royalty and license fees 242 1,383 Accrued purchases 683 1,191 Warranties 546 598 Professional fees 942 947 Deferred revenue 1,290 960 Other 1,185 1,622 Total accrued liabilities $ 15,865 $ 17,929 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income from Operations Before Income Taxes | The components of income from operations before income taxes are as follows: For the Years Ended December 31, 2018 2017 2016 (Amounts in thousands) Domestic $ (73 ) $ (6,709 ) $ (4,882 ) Foreign 21,509 13,957 16,574 Income from operations before income taxes $ 21,436 $ 7,248 $ 11,692 |
Provision for Income Taxes | The components of the income tax provision (benefit) from operations are as follows: For the Years Ended December 31, 2018 2017 2016 (Amounts in thousands) Current and deferred components of the tax provision (benefit) from operations: Current $ 4,354 $ 3,624 $ 4,077 Deferred 465 (24,729 ) (4,066 ) Total $ 4,819 $ (21,105 ) $ 11 Jurisdictional components of the tax provision (benefit) from operations: Federal $ (393 ) $ (24,012 ) $ (3,809 ) State 718 (438 ) (207 ) Foreign 4,494 3,345 4,027 Total $ 4,819 $ (21,105 ) $ 11 |
Consolidated Deferred Tax Assets (Liabilities) | December 31, 2018 2017 (Amounts in thousands) Deferred tax assets: Temporary timing differences: Stock-based compensation expense $ 2,874 $ 1,662 Contingent consideration 2,263 2,196 Other 2,632 1,704 Total temporary timing differences 7,769 5,562 Net operating loss carryforwards — 4,361 Tax business credits carryforwards 2,004 1,265 Total deferred tax assets 9,773 11,188 Less: Valuation allowance (131 ) (6 ) Net deferred tax assets 9,642 11,182 Deferred tax liabilities: Goodwill (1,076 ) (807 ) Acquired intangible assets (26,903 ) (32,359 ) Conversion option on convertible notes (2,394 ) (3,183 ) Total deferred tax liabilities (30,373 ) (36,349 ) Total net deferred tax liabilities $ (20,731 ) $ (25,167 ) |
Reconciliation of Federal Statutory Rate to Effective Income Tax Rate | The reconciliation of the federal statutory rate to the effective income tax rate for the years ended December 31, 2018, 2017 and 2016 is as follows: For the Years Ended December 31, 2018 2017 2016 Amount % Amount % Amount % (Amounts in thousands, except percentages) Income before income taxes $ 21,436 $ 7,248 $ 11,692 Expected tax at statutory rate 4,502 21.0 % 2,537 35.0 % 3,975 34.0 % Adjustments due to: Difference between U.S. and foreign tax 345 1.6 % (1,797 ) (24.8 %) (2,031 ) (17.4 %) State income and franchise tax (146 ) (0.7 %) (307 ) (4.2 %) (326 ) (2.8 %) Business tax credits (1,523 ) (7.1 %) (708 ) (9.8 %) (236 ) (2.0 %) Permanent differences: Stock-based compensation expense (1,213 ) (5.7 %) (946 ) (13.1 %) 31 0.3 % Transaction costs — 0.0 % 1,232 17.0 % 156 1.3 % U.S. taxation of foreign earnings 2,190 10.2 % — 0.0 % — 0.0 % Executive compensation 367 1.7 % 265 3.7 % — 0.0 % Other 97 0.5 % 205 2.8 % 380 3.3 % Change in U.S. federal tax rates — 0.0 % (12,839 ) (177.1 %) — 0.0 % Change in U.S. state tax rates 748 3.5 % (151 ) (2.1 %) — 0.0 % Change in Netherlands tax rate (388 ) (1.8 %) — 0.0 % — 0.0 % Transition tax (1,338 ) (6.2 %) 3,266 45.1 % — 0.0 % Uncertain tax provisions 1,021 4.8 % 241 3.3 % — 0.0 % Change in valuation allowance 125 0.6 % (12,164 ) (167.8 %) (1,981 ) (16.9 %) Return to provision adjustments 33 0.2 % (161 ) (2.2 %) — 0.0 % Other (1 ) (0.1 %) 222 3.0 43 0.4 % Income tax provision (benefit) $ 4,819 22.5 % $ (21,105 ) (291.2 %) $ 11 0.1 % |
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 2015-2018 Sweden 2012-2018 Germany 2017-2018 Netherlands 2012-2018 |
Reconciliation of Unrecognized Tax Benefits | The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: For the Years Ended December 31, 2018 2017 (Amounts in thousands) Balance of gross unrecognized tax benefits, beginning of period $ 1,806 $ 1,407 Gross amounts of increases in unrecognized tax benefits as a result of tax positions taken in the current period 1,062 199 Gross amounts of increases in unrecognized tax benefits as a result of tax positions taken in the prior period — 679 Gross amounts of decrease due to release (16 ) (479 ) Balance of gross unrecognized tax benefits, end of period $ 2,852 $ 1,806 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stock-Based Compensation Expense | The following table presents stock-based compensation expense in the Company’s consolidated statements of operations and comprehensive income: For the Years Ended December 31, 2018 2017 2016 (Amounts in thousands) Cost of product revenue $ 1,019 $ 704 $ 341 Research and development 917 481 537 Selling, general and administrative 8,256 5,562 3,717 Total stock-based compensation $ 10,192 $ 6,747 $ 4,595 |
Estimated Weighted Average Assumptions | The fair value of share-based awards granted during the years ended December 31, 2018, 2017 and 2016 were calculated using the following estimated assumptions: For the Years Ended December 31, 2018 2017 2016 Expected term (in years) 5.5 – 7.5 6.1 6.7 – 7.1 Expected volatility (range) 45.14 – 50.87% 51.48% 50.85 – 51.01% Risk-free interest rate 2.63 – 2.96% 1.88 – 1.99% 1.51 – 2.37% Expected dividend yield 0% 0% 0 |
Summary of Option Activity | Information regarding option activity for the year ended December 31, 2018 under the Plans is summarized below: Shares Weighted average exercise price Weighted- Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in Thousands) Options outstanding at December 31, 2017 734,940 $ 20.80 Granted 449,678 $ 35.48 Exercised (176,804 ) $ 19.31 Forfeited/expired/cancelled (9,588 ) $ 29.71 Options outstanding at December 31, 2018 998,226 $ 27.54 7.19 $ 25,273 Options exercisable at December 31, 2018 410,760 $ 18.53 4.96 $ 14,051 Vested and expected to vest at December 31, 2018 (1) 953,454 7.10 $ 24,490 (1) Represents the number of vested options as of December 31, 2018 plus the number of unvested options expected to vest as of December 31, 2018 based on the unvested outstanding options at December 31, 2018 adjusted for estimated forfeiture rates of 8% for awards granted to non-executive |
Summary of Restricted Stock Unit Activity | Information regarding RSU activity for the year ended December 31, 2018 under the Plans is summarized below: Shares Weighted- Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in Thousands) Unvested at December 31, 2017 505,235 Awarded 407,961 Vested (153,383 ) Forfeited/expired/cancelled (54,400 ) Unvested at December 31, 2018 705,413 3.98 $ 37,203 Vested and expected to vest at December 31, 2018 (1) 652,543 3.26 $ 34,415 (1) Represents the number of vested RSUs units as of December 31, 2018 plus the number of unvested RSUs expected to vest as of December 31, 2018 based on the unvested outstanding RSUs at December 31, 2018 adjusted for estimated forfeiture rates of 8% for awards granted to non-executive |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disaggregation of Revenue | Revenues for the years ended December 31, 2018, 2017 and 2016 were as follows (amounts in thousands, except percentages): For the Years Ended December 31, 2018 2017 2016 (Amounts in thousands) Product Revenue $ 193,891 $ 141,089 $ 104,441 Royalty and other income 141 147 100 Total revenue $ 194,032 $ 141,236 $ 104,541 |
Revenue from Significant Customers | Revenue from significant customers is as follows (amounts in thousands): For the Years Ended December 31, 2018 2017 2016 MilliporeSigma $ 29,843 $ 25,061 $ 28,856 GE Healthcare $ 29,616 $ 30,150 $ 30,366 |
Summary of Receivables and Deferred Revenue from Contracts with Customers | The following table provides information about receivables and deferred revenue from contracts with customers as of December 31, 2018 (amounts in thousands): 2018 Balances from contracts with customers only: Accounts receivable $ 33,015 Deferred revenue 1,290 Revenue recognized during the three-month period ending December 31, 2018 relating to: The beginning deferred revenue balance $ 422 Changes in pricing related to products or services satisfied in previous periods — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Obligations Under Non-Cancelable Operating Leases | Obligations under non-cancelable For the Years Ended December 31, Operating Leases 2019 $ 4,021 2020 3,599 2021 3,263 2022 2,213 2023 1,316 2024 and thereafter 3,622 Minimum operating lease payments $ 18,034 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Carrying Value of Convertible Senior Notes | The carrying value of the Company’s convertible senior notes is as follows: December 31, 2018 2017 (Amounts in thousands) 2.125% convertible senior notes due 2021: Principal amount $ 114,989 $ 115,000 Unamortized debt discount (9,781 ) (13,395 ) Unamortized debt issuance costs (1,720 ) (2,355 ) Total convertible senior notes $ 103,488 $ 99,250 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Changes in Accumulated Other Comprehensive Income (Loss) | Changes in accumulated other comprehensive income (loss) consisted of the following for the years ended December 31, 2018 and 2017: Changes in Foreign Fair Value of Accumulated Currency Available- Other Translation for-Sale Comprehensive Adjustment Investments Loss (Amounts in thousands) Balance as of December 31, 2016 $ (13,744 ) $ (5 ) $ (13,749 ) Other comprehensive loss 7,381 5 7,386 Balance as of December 31, 2017 (6,363 ) — (6,363 ) Other comprehensive loss (5,530 ) — (5,530 ) Balance as of December 31, 2018 $ (11,893 ) $ — $ (11,893 ) |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Consolidated Statements of Operations Information for Each of Previous Eight Quarters | For the Years Ended December 31, 2018 Q1 Q2 Q3 Q4 (Amounts in thousands, except per share data) Revenue $ 44,830 $ 47,731 $ 49,529 $ 51,942 Gross profit 25,162 26,643 27,346 28,350 Operating expenses 38,854 43,458 41,643 44,089 Net income 3,448 2,738 4,794 5,638 Earnings per share: Basic $ 0.08 $ 0.06 $ 0.11 $ 0.13 Diluted $ 0.08 $ 0.06 $ 0.10 $ 0.12 For the Years Ended December 31, 2017 Q1 Q2 Q3 Q4 (Amounts in thousands, except per share data) Revenue $ 30,590 $ 32,455 $ 36,580 $ 41,611 Gross profit 16,600 18,518 16,593 22,475 Operating expenses 24,914 26,982 36,986 38,349 Net income 3,068 8,438 4,669 12,178 Earnings per share: Basic $ 0.09 $ 0.25 $ 0.11 $ 0.28 Diluted $ 0.09 $ 0.24 $ 0.11 $ 0.27 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||||
Dec. 31, 2018USD ($)Segment$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | May 24, 2016USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Letter of credit, amount | $ 500 | ||||
Long-term marketable securities, minimum original maturity term | 1 year | ||||
Investment fund | $ 0 | $ 0 | |||
Gain (loss) on investments | 0 | 0 | $ 0 | ||
Fair value of other assets | 0 | 0 | |||
Fair value of other liabilities | $ 0 | $ 0 | |||
Stock options, outstanding | shares | 998,226 | 734,940 | |||
Stock options, weighted average exercise price | $ / shares | $ 27.54 | $ 20.80 | |||
Common stock excluded from calculation of diluted earnings per share | shares | 479,854 | 317,923 | 381,686 | ||
Number of operating segment | Segment | 1 | ||||
Number of reporting segment | Segment | 2 | ||||
Goodwill impairment | $ 0 | $ 0 | $ 0 | ||
New accounting pronouncement, cumulative effect of change on cash, cash equivalents and restricted cash | (677,000) | ||||
Advertising Expense | 200,000 | 200,000 | 400,000 | ||
Deferred Rent Credit | 4,000,000 | ||||
Cash and Cash Equivalents, at Carrying Value | 193,822,000 | 173,759,000 | 122,233,000 | ||
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Cash and Cash Equivalents, at Carrying Value | $ 126,600,000 | ||||
ASU No. 2016-18 | Cash, Cash Equivalents and Restricted Cash | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
New accounting pronouncement, cumulative effect of change on cash, cash equivalents and restricted cash | $ 450,000 | $ 450,000 | |||
2.125% Convertible Senior Notes due 2021 | |||||
Summary Of Significant Accounting Policies [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 | $ 103,488,000 | $ 99,250,000 | |||
Fair value of convertible senior notes | 184,600,000 | ||||
Minimum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Short-term marketable securities, minimum original maturity term | 90 days | ||||
Operating Lease Right Of Use Asset | 12,000,000 | ||||
Lease Liability | 16,000,000 | ||||
Maximum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Operating Lease Right Of Use Asset | 14,000,000 | ||||
Lease Liability | $ 18,000,000 | ||||
Option To Purchase Common Stock | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Stock options, outstanding | shares | 998,226 | 734,940 | 1,236,586 | ||
Stock options, weighted average exercise price | $ / shares | $ 27.54 | $ 20.80 | $ 12.05 | ||
Restricted Stock Units (RSUs) | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Restricted stock units, outstanding | shares | 705,413 | 505,235 | |||
Restricted Stock Units (RSUs) | Awards Granted to Non-Executive Level Employees | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated forfeiture rates | 8.00% | ||||
Restricted Stock Units (RSUs) | Awards Granted to Executive Level Employees | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated forfeiture rates | 3.00% | ||||
Employee Stock Option | Awards Granted to Non-Executive Level Employees | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated forfeiture rates | 8.00% | ||||
Employee Stock Option | Awards Granted to Executive Level Employees | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated forfeiture rates | 3.00% | ||||
Non-Employee Directors | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated forfeiture rates | 0.00% |
Schedule of Cash, Cash Equivale
Schedule of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | $ 193,822 | $ 173,759 | $ 122,233 | |
Restricted cash | 0 | 450 | ||
Total cash, cash equivalents, and restricted cash | $ 193,822 | $ 173,759 | $ 122,683 | $ 54,542 |
Estimated Useful Life of Assets
Estimated Useful Life of Assets (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Building | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 30 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | Shorter of the term of the lease or estimated useful life |
Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 12 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 8 years |
Reconciliation of Basic and Dil
Reconciliation of Basic and Diluted Shares Amounts (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | |||||||||||
Net income | $ 5,638 | $ 4,794 | $ 2,738 | $ 3,448 | $ 12,178 | $ 4,669 | $ 8,438 | $ 3,068 | $ 16,617 | $ 28,353 | $ 11,681 |
Weighted average shares used in computing net income per share - basic | 43,767 | 38,234 | 33,573 | ||||||||
Effect of dilutive shares: | |||||||||||
Stock options and restricted stock awards | 581 | 441 | 526 | ||||||||
Convertible senior notes | 1,123 | 475 | |||||||||
Dilutive potential common shares | 1,704 | 916 | 526 | ||||||||
Weighted average shares used in computing net income per share - diluted | 45,471 | 39,150 | 34,099 | ||||||||
Earnings per share: | |||||||||||
Basic | $ 0.13 | $ 0.11 | $ 0.06 | $ 0.08 | $ 0.28 | $ 0.11 | $ 0.25 | $ 0.09 | $ 0.38 | $ 0.74 | $ 0.35 |
Diluted | $ 0.12 | $ 0.10 | $ 0.06 | $ 0.08 | $ 0.27 | $ 0.11 | $ 0.24 | $ 0.09 | $ 0.37 | $ 0.72 | $ 0.34 |
Summary of Product Revenues by
Summary of Product Revenues by Product Line (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Revenue from External Customer [Line Items] | |||||||||||||
Revenue | $ 51,942 | $ 49,529 | $ 47,731 | $ 44,830 | $ 41,611 | $ 36,580 | $ 32,455 | $ 30,590 | $ 194,032 | $ 141,236 | $ 104,541 | ||
Chromatography products | |||||||||||||
Revenue from External Customer [Line Items] | |||||||||||||
Revenue | 45,326 | 36,309 | [1] | 29,520 | [2],[3] | ||||||||
Filtration products | |||||||||||||
Revenue from External Customer [Line Items] | |||||||||||||
Revenue | 90,586 | 49,050 | [1] | 19,774 | [2],[3] | ||||||||
Protein products | |||||||||||||
Revenue from External Customer [Line Items] | |||||||||||||
Revenue | 54,375 | 53,969 | [1] | 54,716 | [2],[3] | ||||||||
Other | |||||||||||||
Revenue from External Customer [Line Items] | |||||||||||||
Revenue | $ 3,604 | $ 1,761 | [1] | $ 431 | [2],[3] | ||||||||
[1] | 2017 revenue for filtration, chromatography and other products includes revenue related to Spectrum from August 1, 2017 through December 31, 2017. | ||||||||||||
[2] | 2016 revenue for chromatography products includes revenue related to Atoll from April 1, 2016 through December 31, 2016. | ||||||||||||
[3] | 2016 revenue for filtration products includes revenue related to TangenX from December 14, 2016 through December 31, 2016. |
Percentage of Revenue by Geogra
Percentage of Revenue by Geographic Area (Detail) - Geographic Concentration Risk - Total Revenue | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Concentration Risk [Line Items] | |||
Revenues, percentage by country | 100.00% | 100.00% | 100.00% |
North America | |||
Concentration Risk [Line Items] | |||
Revenues, percentage by country | 48.00% | 43.00% | 39.00% |
Europe | |||
Concentration Risk [Line Items] | |||
Revenues, percentage by country | 40.00% | 46.00% | 54.00% |
APAC | |||
Concentration Risk [Line Items] | |||
Revenues, percentage by country | 12.00% | 11.00% | 7.00% |
Other | |||
Concentration Risk [Line Items] | |||
Revenues, percentage by country | 0.00% | 0.00% | 0.00% |
Total Assets by Geographic Area
Total Assets by Geographic Area (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 774,621 | $ 743,519 |
Europe | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 104,750 | 85,169 |
North America | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 665,833 | 654,673 |
APAC | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 4,038 | $ 3,677 |
Long Lived Assets by Geographic
Long Lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long Lived Assets | $ 494,527 | $ 500,737 |
North America | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long Lived Assets | 464,253 | 465,453 |
Europe | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long Lived Assets | 29,426 | 34,430 |
APAC | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long Lived Assets | $ 848 | $ 854 |
Percentage of Revenue from Sign
Percentage of Revenue from Significant Customers (Detail) - Customer Concentration Risk - Sales Revenue | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
MilliporeSigma | |||
Revenue, Major Customer [Line Items] | |||
Revenue from significant customers as a percentage of total revenue | 15.00% | 18.00% | 28.00% |
GE Healthcare | |||
Revenue, Major Customer [Line Items] | |||
Revenue from significant customers as a percentage of total revenue | 15.00% | 21.00% | 29.00% |
Percentage of Accounts Receivab
Percentage of Accounts Receivable by Significant Customers (Detail) - Customer Concentration Risk - Accounts Receivable | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
GE Healthcare | ||
Concentration Risk [Line Items] | ||
Accounts receivable, percentage by customer | 17.00% | 11.00% |
MilliporeSigma | ||
Concentration Risk [Line Items] | ||
Accounts receivable, percentage by customer | 11.00% | 19.00% |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | Aug. 01, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 14, 2016 |
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 112,795,000 | $ 44,614,000 | ||||
Value of common stock issued | 247,575,000 | 14,135,000 | ||||
Working capital adjustment | 425,000 | |||||
Fair value of acquired finite lived intangible assets | $ 120,080,000 | $ 120,080,000 | 19,829,000 | $ 11,000,000,000 | ||
Finite lived intangible asset, useful life | 16 years | 16 years | ||||
Goodwill | 327,333,000 | $ 326,735,000 | $ 327,333,000 | $ 59,548,000 | ||
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 consideration | $ 122,932,000 | |||||
Shares issued for business acquisition | 6,153,995 | |||||
Value of common stock issued | $ 247,575,000 | |||||
Working capital adjustment | 425,000 | |||||
Business combination, consideration transferred | 370,932,000 | |||||
Fair value of net assets acquired | 370,932,000 | |||||
Goodwill | 265,722,000 | |||||
Goodwill expected to be deductible for tax purposes amount | 0 | |||||
Business acquisition, revenue | $ 19,400,000 | |||||
Spectrum Inc. | Selling, general and administrative | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Acquisition Related Costs | $ 2,900,000 | $ 7,100,000 | ||||
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-compete 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 | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of acquired finite lived intangible assets | $ 2,160,000 | |||||
Minimum | Spectrum Inc. | Trademark | ||||||
Business Acquisition [Line Items] | ||||||
Finite lived intangible asset, useful life | 2 years | |||||
Maximum | Spectrum Inc. | Trademark | ||||||
Business Acquisition [Line Items] | ||||||
Finite lived intangible asset, useful life | 20 years |
Consideration Transferred (Deta
Consideration Transferred (Detail) - USD ($) $ in Thousands | Aug. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||
Cash consideration | $ 112,795 | $ 44,614 | ||
Equity consideration | 247,575 | $ 14,135 | ||
Working capital adjustment | $ 425 | |||
Spectrum Inc. | ||||
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 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 01, 2017 | Dec. 31, 2016 | Dec. 14, 2016 |
Business Acquisition [Line Items] | |||||
Accounts receivable | $ 5,075 | $ 1,267 | |||
Business combination, intangible assets | 120,080 | 19,829 | $ 11,000,000 | ||
Goodwill | 326,735 | 327,333 | 59,548 | ||
Deferred tax liabilities | $ (43,608) | $ (5,841) | |||
Spectrum Inc. | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 10,137 | ||||
Accounts receivable | 5,075 | ||||
Inventory | 13,502 | ||||
Prepaid expenses and other assets | 616 | ||||
Fixed assets | 6,004 | ||||
Deferred tax assets | 1,102 | ||||
Goodwill | 265,722 | ||||
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 | ||||
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 | |||||
Business Acquisition [Line Items] | |||||
Business combination, intangible assets | 2,160 | ||||
Spectrum Inc. | Non-compete agreements | |||||
Business Acquisition [Line Items] | |||||
Business combination, intangible assets | $ 960 |
Unaudited Supplemental Pro Form
Unaudited Supplemental Pro Forma Information (Detail) - Spectrum Inc and TangenX Technology Corporation $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Total revenue | $ | $ 162,913 |
Net income (loss) | $ | $ 17,220 |
Basic | $ / shares | $ 0.41 |
Diluted | $ / shares | $ 0.40 |
Summary of Receivables and Defe
Summary of Receivables and Deferred Revenue from Contracts with Customers (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Balances from contracts with customers only: | ||
Accounts receivable | $ 33,015 | $ 27,585 |
Deferred revenue | 1,290 | |
Revenue recognized during the three month period relating to: | ||
The beginning deferred revenue balance | 422 | |
Changes in pricing related to products or services satisfied in previous periods | $ 0 |
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 | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 51,942 | $ 49,529 | $ 47,731 | $ 44,830 | $ 41,611 | $ 36,580 | $ 32,455 | $ 30,590 | $ 194,032 | $ 141,236 | $ 104,541 |
Products | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 193,891 | 141,089 | 104,441 | ||||||||
Royalty and Other Revenue | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 141 | $ 147 | $ 100 |
Revenue from Significant Custom
Revenue from Significant Customers (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Concentration Risk [Line Items] | |||||||||||
Revenue | $ 51,942 | $ 49,529 | $ 47,731 | $ 44,830 | $ 41,611 | $ 36,580 | $ 32,455 | $ 30,590 | $ 194,032 | $ 141,236 | $ 104,541 |
MilliporeSigma | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenue | 29,843 | 25,061 | 28,856 | ||||||||
GE Healthcare | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenue | $ 29,616 | $ 30,150 | $ 30,366 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Other Revenues [Line Items] | |
Impairment losses on receivables | $ 0 |
Changes in Carrying Value of Go
Changes in Carrying Value of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | |||
Balance as of December 31, 2016 | $ 327,333 | $ 59,548 | |
Goodwill arising from Acquisition | 265,519 | $ 46,505 | |
Cumulative translation adjustment | (801) | 2,181 | |
Balance as of December 31, 2017 | 326,735 | 327,333 | |
TangenX Technology Corporation | |||
Goodwill [Line Items] | |||
Goodwill arising from Acquisition | 85 | ||
Spectrum Inc. | |||
Goodwill [Line Items] | |||
Goodwill arising from Acquisition | $ 203 | ||
Goodwill arising from Acquisition | $ 265,519 |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 158,236 | $ 157,384 |
Gross Carrying Value | 158,936 | 158,084 |
Accumulated Amortization | (23,498) | (13,331) |
Net Carrying Value | 134,738 | 144,053 |
Net Carrying Value | $ 135,438 | $ 144,753 |
Weighted Average Useful Life (in years) | 16 years | 16 years |
Trademark | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 700 | $ 700 |
Net Carrying Value | 700 | 700 |
Accumulated Amortization | 0 | 0 |
Technology - developed | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | 53,315 | 51,801 |
Accumulated Amortization | (5,942) | (3,201) |
Net Carrying Value | $ 47,373 | $ 48,600 |
Weighted Average Useful Life (in years) | 19 years | 19 years |
Patents | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 240 | $ 240 |
Accumulated Amortization | (240) | (238) |
Net Carrying Value | $ 0 | $ 2 |
Weighted Average Useful Life (in years) | 8 years | 8 years |
Customer relationships | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 101,460 | $ 102,120 |
Accumulated Amortization | (16,609) | (9,636) |
Net Carrying Value | $ 84,851 | $ 92,484 |
Weighted Average Useful Life (in years) | 14 years | 14 years |
Trademark | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 2,160 | $ 2,160 |
Accumulated Amortization | (159) | (47) |
Net Carrying Value | $ 2,001 | $ 2,113 |
Weighted Average Useful Life (in years) | 20 years | 20 years |
Other intangibles | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 1,061 | $ 1,063 |
Accumulated Amortization | (548) | (209) |
Net Carrying Value | $ 513 | $ 854 |
Weighted Average Useful Life (in years) | 3 years | 3 years |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Liabilities [Line Items] | |||
Amortization expense | $ 10.6 | $ 6.2 | $ 2.1 |
Amortization Expense for Amorti
Amortization Expense for Amortized Intangible Assets (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Finite-Lived Intangible Liabilities [Line Items] | |
2,019 | $ 10,536 |
2,020 | 9,955 |
2,021 | 9,464 |
2,022 | 9,462 |
2,023 | 9,462 |
2024 and thereafter | 85,859 |
Total | $ 134,738 |
Schedule of Inventories (Detail
Schedule of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory [Line Items] | ||
Raw materials | $ 24,937 | $ 22,351 |
Work-in-process | 5,185 | 4,083 |
Finished products | 12,141 | 12,570 |
Total inventories, net | $ 42,263 | $ 39,004 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Prepaid Expenses And Other Current Assets [Line Items] | ||
Equipment maintenance and services | $ 1,677 | $ 1,091 |
Prepaid taxes | 843 | 311 |
Prepaid insurance | 629 | 594 |
Deferred costs | 55 | 67 |
Other | 697 | 218 |
Total prepaid expenses and other current assets | $ 3,901 | $ 2,281 |
Property, Plant and Equipment (
Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Land | $ 1,023 | $ 1,023 | |
Buildings | 764 | 764 | |
Leasehold improvements | 16,259 | 15,673 | |
Equipment | 24,092 | 21,904 | |
Furniture and fixtures | 5,448 | 4,272 | |
Construction in progress | [1] | 12,906 | 2,581 |
Total property, plant and equipment | 60,492 | 46,217 | |
Less - Accumulated depreciation | (28,312) | (23,800) | |
Total property, plant and equipment, net | $ 32,180 | $ 22,417 | |
[1] | Construction in progress as of December 31, 2018 includes $7.3 million for the buildout of our Marlborough facility, $2.1 million in capitalized internal-use software development costs and $2.1 million for a casting machine, among other projects. |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule of Accrued Liabilities [Line Items] | ||
Employee compensation | $ 9,953 | $ 9,560 |
Taxes | 1,024 | 1,668 |
Royalty and license fees | 242 | 1,383 |
Accrued purchases | 683 | 1,191 |
Warranties | 546 | 598 |
Professional fees | 942 | 947 |
Deferred revenue | 1,290 | 960 |
Other | 1,185 | 1,622 |
Total accrued liabilities | $ 15,865 | $ 17,929 |
Consolidated Balance Sheet De_3
Consolidated Balance Sheet Detail (Detail textual) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Construction in Progress, Gross | [1] | $ 12,906 | $ 2,581 | |
Depreciation | 5,200 | 4,200 | $ 3,300 | |
Software Development [Member] | ||||
Construction in Progress, Gross | $ 2,100 | |||
Casting Machine [Member] | ||||
Construction in Progress, Gross | $ 2,100 | |||
Marlborough facility [Member] | ||||
Construction in Progress, Gross | $ 7,300 | |||
[1] | Construction in progress as of December 31, 2018 includes $7.3 million for the buildout of our Marlborough facility, $2.1 million in capitalized internal-use software development costs and $2.1 million for a casting machine, among other projects. |
Income from Operations Before I
Income from Operations Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of Income Before Income Tax [Line Items] | |||
Domestic | $ (73) | $ (6,709) | $ (4,882) |
Foreign | 21,509 | 13,957 | 16,574 |
Income before income taxes | $ 21,436 | $ 7,248 | $ 11,692 |
Current and Deferred Income Tax
Current and Deferred Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Line Items] | |||
Current | $ 4,354 | $ 3,624 | $ 4,077 |
Deferred | 465 | (24,729) | (4,066) |
Total | $ 4,819 | $ (21,105) | $ 11 |
Provision for Income Taxes by J
Provision for Income Taxes by Jurisdiction (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Line Items] | |||
Federal | $ (393) | $ (24,012) | $ (3,809) |
State | 718 | (438) | (207) |
Foreign | 4,494 | 3,345 | 4,027 |
Total | $ 4,819 | $ (21,105) | $ 11 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
Income Taxes [Line Items] | |||||
Valuation allowance increase (decrease) | $ 9,200 | $ 100 | $ 10,000 | $ 8,500 | |
Impact of unrecognized tax benefits on effective tax rate | $ 2,900 | ||||
Corporate tax rate | 21.00% | 35.00% | 34.00% | ||
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | $ 12,800 | ||||
Tax cuts and jobs Act, increased tax provision on undistributed and previously untaxed post-1986 earnings and profits of the specified foreign corporation | (1,338) | $ 3,266 | |||
Impact on assets and liabilities due to change in accounting principle | (677) | ||||
Undistributed earnings of foreign subsidiaries | 72,400 | ||||
Foreign earnings subject to one time transition tax | $ 58,000 | ||||
Accounting Standards Update 2016-06 [Member] | Other Assets [Member] | |||||
Income Taxes [Line Items] | |||||
Impact on assets and liabilities due to change in accounting principle | $ 5,700 | ||||
Accounting Standards Update 2016-06 [Member] | Deferred tax liablities [Member] | |||||
Income Taxes [Line Items] | |||||
Impact on assets and liabilities due to change in accounting principle | 5,000 | ||||
Accounting Standards Update 2016-06 [Member] | accumulated deficit [Member] | |||||
Income Taxes [Line Items] | |||||
Impact on assets and liabilities due to change in accounting principle | $ 700 | ||||
Latest Tax Year | |||||
Income Taxes [Line Items] | |||||
Net operating loss and business tax credit carry forwards expiration date | At various dates through December 2037 | ||||
TangenX Technology Corporation | |||||
Income Taxes [Line Items] | |||||
Valuation allowance increase (decrease) | $ 5,900 | ||||
Domestic Tax Authority | |||||
Income Taxes [Line Items] | |||||
Net operating loss carry forwards | $ 19,500 | ||||
State | |||||
Income Taxes [Line Items] | |||||
Business tax credits carry forwards | 2,900 | ||||
Federal and State | |||||
Income Taxes [Line Items] | |||||
Increase in net operating loss carryovers | $ 5,100 | ||||
United States | |||||
Income Taxes [Line Items] | |||||
Business tax credits carry forwards | $ 400 |
Consolidated Deferred Tax Asset
Consolidated Deferred Tax Assets (Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Temporary timing differences: | ||
Stock-based compensation expense | $ 2,874 | $ 1,662 |
Contingent consideration | 2,263 | 2,196 |
Other | 2,632 | 1,704 |
Total temporary timing differences | 7,769 | 5,562 |
Net operating loss carryforwards | 0 | 4,361 |
Tax business credits carryforwards | 2,004 | 1,265 |
Total deferred tax assets | 9,773 | 11,188 |
Less: Valuation allowance | (131) | (6) |
Net deferred tax assets | 9,642 | 11,182 |
Deferred tax liabilities: | ||
Goodwill | (1,076) | (807) |
Acquired intangible assets | (26,903) | (32,359) |
Conversion option on convertible notes | (2,394) | (3,183) |
Total deferred tax liabilities | (30,373) | (36,349) |
Total net deferred tax liabilities | $ (20,731) | $ (25,167) |
Reconciliation of Federal Statu
Reconciliation of Federal Statutory Rate to Effective Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Rate Reconciliation [Line Items] | |||
Income before income taxes | $ 21,436 | $ 7,248 | $ 11,692 |
Expected tax at statutory rate | 4,502 | 2,537 | 3,975 |
Adjustments due to: | |||
Difference between U.S. and foreign tax | 345 | (1,797) | (2,031) |
State income and franchise tax | (146) | (307) | (326) |
Business tax credits | (1,523) | (708) | (236) |
Stock-based compensation expense | (1,213) | (946) | 31 |
Transaction costs | 0 | 1,232 | 156 |
U.S. taxation of foreign earnings | 2,190 | ||
Executive compensation | 367 | 265 | 0 |
Other | 97 | 205 | 380 |
Change in U.S. federal tax rates | 0 | (12,839) | |
Change in U.S. state tax rates | 748 | (151) | |
Change in Netherlands tax rate | (388) | 0 | 0 |
Transition tax | (1,338) | 3,266 | |
Uncertain tax provisions | 1,021 | 241 | 0 |
Change in valuation allowance | 125 | (12,164) | (1,981) |
Return to provision adjustments | 33 | (161) | 0 |
Other | (1) | 222 | 43 |
Income tax (benefit) provision | $ 4,819 | $ (21,105) | $ 11 |
Expected tax at statutory rate | 21.00% | 35.00% | 34.00% |
Adjustments due to: | |||
Difference between U.S. and foreign tax | 1.60% | (24.80%) | (17.40%) |
State income and franchise tax | (0.70%) | (4.20%) | (2.80%) |
Business tax credits | (7.10%) | (9.80%) | (2.00%) |
Stock-based compensation expense | (5.70%) | (13.10%) | 0.30% |
Transaction costs | 0.00% | 17.00% | 1.30% |
U.S. taxation of foreign earnings | 10.20% | 0.00% | 0.00% |
Executive compensation | 1.70% | 3.70% | 0.00% |
Other | 0.50% | 2.80% | 3.30% |
Change in U.S. federal tax rates | 0.00% | (177.10%) | 0.00% |
Change in U.S. state tax rates | 3.50% | (2.10%) | 8212.00% |
Change in Netherlands tax rate | (1.80%) | 0.00% | 0.00% |
Transition tax | (6.20%) | 45.10% | 0.00% |
Uncertain tax provisions | 4.80% | 3.30% | 0.00% |
Change in valuation allowance | 0.60% | (167.80%) | (16.90%) |
Return to provision adjustments | 0.20% | (2.20%) | 0.00% |
Other | (0.10%) | 3.00% | 0.40% |
Income tax (benefit) provision | 22.50% | (291.20%) | 0.10% |
Summary of Tax Returns Periods
Summary of Tax Returns Periods Subject to Examination by Federal, State and International Tax Authorities (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
United States | Earliest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,015 |
United States | Latest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,018 |
Sweden | Earliest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,012 |
Sweden | Latest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,018 |
Germany | Earliest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,017 |
Germany | Latest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,018 |
Netherlands | Earliest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,012 |
Netherlands | Latest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,018 |
Reconciliation of Unrecognized
Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Balance of gross unrecognized tax benefits, beginning of period | $ 1,806 | $ 1,407 |
Gross amounts of increases in unrecognized tax benefits as a result of tax positions taken in the current period | 1,062 | 199 |
Gross amounts of increases in unrecognized tax benefits as a result of tax positions taken in the prior period | 0 | 679 |
Gross amounts of decrease due to release | (16) | (479) |
Balance of gross unrecognized tax benefits, end of period | $ 2,852 | $ 1,806 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jul. 03, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Stockholders Equity Note Disclosure [Line Items] | ||||
Common stock, shares issued | 2,807,017 | 43,917,378 | 43,587,079 | |
Common stock issue price per share | $ 42.75 | |||
Exercised number of shares | 176,804 | |||
Net proceeds from public offering | $ 129,300 | $ 129,309 | ||
Stock-based compensation expense | $ 10,192 | $ 6,747 | $ 4,595 | |
Stock options, outstanding | 998,226 | 734,940 | ||
Closing price of common stock | $ 52.74 | |||
Aggregate intrinsic value of stock options exercised | $ 5,300 | $ 5,300 | $ 5,000 | |
Weighted average grant date fair value of share-based awards granted | $ 18.90 | $ 16.94 | $ 14.16 | |
Total fair value of stock options vested | $ 2,300 | $ 2,200 | $ 1,700 | |
Total unrecognized compensation cost | $ 27,100 | |||
Unrecognized compensation cost, weighted average remaining requisite service period | 4 years 6 months 10 days | |||
Number of unvested options and restricted stock units | 1,195,236 | |||
2018 Plan | ||||
Stockholders Equity Note Disclosure [Line Items] | ||||
Common stock shares reserved for Issuance | 2,778,000 | |||
Incentive options, vesting period | 2,874,751 | |||
Employee Stock Option | Minimum | ||||
Stockholders Equity Note Disclosure [Line Items] | ||||
Incentive options, vesting period | 3 years | |||
Employee Stock Option | Minimum | Vest Over Three Year | ||||
Stockholders Equity Note Disclosure [Line Items] | ||||
Incentive options, vesting percentage | 20.00% | |||
Employee Stock Option | Maximum | ||||
Stockholders Equity Note Disclosure [Line Items] | ||||
Incentive options, vesting period | 5 years | |||
Incentive options, term | 10 years | |||
Employee Stock Option | Maximum | Vest Over Five Year | ||||
Stockholders Equity Note Disclosure [Line Items] | ||||
Incentive options, vesting percentage | 33.00% | |||
Non-Employee Directors | ||||
Stockholders Equity Note Disclosure [Line Items] | ||||
Incentive options, vesting period | 1 year | |||
Option To Purchase Common Stock | ||||
Stockholders Equity Note Disclosure [Line Items] | ||||
Stock options, outstanding | 998,226 | 734,940 | 1,236,586 | |
Restricted Stock Units (RSUs) | ||||
Stockholders Equity Note Disclosure [Line Items] | ||||
Incentive options, vesting period | 5 years | |||
Restricted stock units, outstanding | 705,413 | 505,235 | ||
Closing price of common stock | $ 52.74 | |||
Aggregate intrinsic value of restricted stock units vested | $ 6,200 | $ 4,000 | $ 1,700 | |
Weighted average grant date fair value of restricted stock units granted | $ 30.30 | $ 26.03 | $ 27.25 | |
Total grant date fair value of restricted stock units vested | $ 4,600 | $ 4,000 | $ 1,500 | |
Unvested Options | ||||
Stockholders Equity Note Disclosure [Line Items] | ||||
Incentive options, vesting period | 5 years | |||
Underwriters | Common Stock | ||||
Stockholders Equity Note Disclosure [Line Items] | ||||
Exercised number of shares | 421,052 | |||
Former president and chief executive officer | Employee Stock Option | ||||
Stockholders Equity Note Disclosure [Line Items] | ||||
Stock-based compensation expense | $ 300 | |||
Former president and chief executive officer | Employee Stock Option | Vested as of April 2016 | ||||
Stockholders Equity Note Disclosure [Line Items] | ||||
Incentive options, vesting percentage | 50.00% |
Stock-Based Compensation Expens
Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 10,192 | $ 6,747 | $ 4,595 |
Cost of product revenue | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 1,019 | 704 | 341 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 917 | 481 | 537 |
Selling, general and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 8,256 | $ 5,562 | $ 3,717 |
Estimated Weighted Average Assu
Estimated Weighted Average Assumptions (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 1 month 6 days | ||
Expected volatility (range) | 51.48% | ||
Expected volatility (range), minimum | 45.14% | 50.85% | |
Expected volatility (range), maximum | 50.87% | 51.01% | |
Risk-free interest rate, minimum | 2.63% | 1.88% | 1.51% |
Risk-free interest rate, maximum | 2.96% | 1.99% | 2.37% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 6 months | 6 years 8 months 12 days | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 7 years 6 months | 7 years 1 month 6 days |
Summary of Option Activity (Det
Summary of Option Activity (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($)$ / sharesshares | ||
Options Outstanding | ||
Options outstanding at December 31, 2017 | shares | 734,940 | |
Granted | shares | 449,678 | |
Exercised | shares | (176,804) | |
Forfeited/expired/cancelled | shares | (9,588) | |
Options outstanding at December 31, 2018 | shares | 998,226 | |
Options exercisable at December 31, 2018 | shares | 410,760 | |
Vested and expected to vest at December 31, 2018 | shares | 953,454 | [1] |
Weighted-Average Exercise Price Per Share | ||
Options outstanding at December 31, 2017 | $ / shares | $ 20.80 | |
Granted | $ / shares | 35.48 | |
Exercised | $ / shares | 19.31 | |
Forfeited/expired/cancelled | $ / shares | 29.71 | |
Options outstanding at December 31, 2018 | $ / shares | 27.54 | |
Options exercisable at December 31, 2018 | $ / shares | 18.53 | |
Vested and expected to vest at December 31, 2018 | $ / shares | [1] | |
Weighted-Average Remaining Contractual Term (in years) | ||
Options outstanding at December 31, 2018 | 7 years 2 months 8 days | |
Options exercisable at December 31, 2018 | 4 years 11 months 15 days | |
Vested and expected to vest at December 31, 2018 | 7 years 1 month 6 days | [1] |
Aggregate Intrinsic Value | ||
Options outstanding at December 31, 2018 | $ | $ 25,273 | |
Options exercisable at December 31, 2018 | $ | 14,051 | |
Vested and expected to vest at December 31, 2018 | $ | $ 24,490 | [1] |
[1] | Represents the number of vested options as of December 31, 2018 plus the number of unvested options expected to vest as of December 31, 2018 based on the unvested outstanding options at December 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 | Dec. 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 Activity (Detail) - Restricted Stock Units (RSUs) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($)shares | ||
Options Outstanding | ||
Unvested at December 31, 2017 | 505,235 | |
Awarded | 407,961 | |
Vested | (153,383) | |
Forfeited/expired/cancelled | (54,400) | |
Unvested at December 31, 2018 | 705,413 | |
Vested and expected to vest at December 31, 2018 | 652,543 | [1] |
Weighted-Average Remaining Contractual Term (in years) | ||
Unvested at December 31, 2018 | 3 years 11 months 23 days | |
Vested and expected to vest at December 31, 2018 | 3 years 3 months 3 days | [1] |
Aggregate Intrinsic Value | ||
Unvested at December 31, 2018 | $ | $ 37,203 | |
Vested and expected to vest at December 31, 2018 | $ | $ 34,415 | [1] |
[1] | Represents the number of vested RSUs units as of December 31, 2018 plus the number of unvested RSUs expected to vest as of December 31, 2018 based on the unvested outstanding RSUs at December 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 U_2
Summary of Restricted Stock Unit Activity (Parenthetical) (Detail) - Restricted Stock Units (RSUs) | Dec. 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% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2018ft² | Jan. 31, 2018ft² | Mar. 31, 2014USD ($)ft² | Dec. 31, 2018USD ($)ft²Buildingl | Dec. 31, 2017USD ($)ft² | Dec. 31, 2016USD ($) | |
Commitments and Contingencies [Line Items] | ||||||
Lease agreement, expiration date | Dec. 31, 2021 | |||||
Lease agreement, space | ft² | 63,761 | 45,000 | ||||
Lease agreement, term | 8 years 1 month | |||||
Lease agreement, commencement date | Aug. 1, 2014 | |||||
Future minimum rental commitment, 2019 | $ 4,021 | |||||
Future minimum rental commitment, 2020 | 3,599 | |||||
Future minimum rental commitment, 2021 | 3,263 | |||||
Future minimum rental commitment, 2022 | 2,213 | |||||
Future minimum rental commitment, 2023 | $ 1,316 | |||||
Lease agreement, number buildings leased | Building | 4 | |||||
Operating leases, rent expense | $ 4,400 | $ 3,400 | $ 2,600 | |||
Operating leases, deferred rent liabilities | 4,100 | 1,700 | 1,800 | |||
Research and development expenses | 15,821 | $ 8,672 | $ 7,355 | |||
Purchase orders, supply agreements and other contractual obligations | $ 29,000 | |||||
Maximum [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Bioreactors used in perfusion cell culture applications | l | 2,000 | |||||
Minimum [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Bioreactors used in perfusion cell culture applications | l | 50 | |||||
NGL Impact A [Member] | Research and Development Arrangement [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Payments to Navigo in connection with this program, which are recorded to research and development expenses | $ 2,400 | |||||
Spectrum Inc. | ||||||
Commitments and Contingencies [Line Items] | ||||||
Lease agreement, expiration date | Nov. 30, 2025 | Jul. 15, 2020 | ||||
Lease agreement, space | ft² | 15,000 | 54,000 | ||||
Before Amendment | ||||||
Commitments and Contingencies [Line Items] | ||||||
Lease agreement, space | ft² | 56,000 | |||||
Security deposit | $ 200 | |||||
After Amendment | ||||||
Commitments and Contingencies [Line Items] | ||||||
Lease agreement, space | ft² | 76,000 | |||||
Security deposit | $ 500 | |||||
Future minimum rental commitment, 2019 | $ 1,400 | |||||
Future minimum rental commitment, 2020 | 1,400 | |||||
Future minimum rental commitment, 2021 | 1,400 | |||||
Future minimum rental commitment, 2022 | 1,300 | |||||
Future minimum rental commitment, 2023 | 400 | |||||
Expansion Space | ||||||
Commitments and Contingencies [Line Items] | ||||||
Lease agreement, space | ft² | 19,900 | |||||
Annual rent expense | $ 400 | |||||
Renewal Term | ||||||
Commitments and Contingencies [Line Items] | ||||||
Future minimum rental commitment, 2019 | 900 | |||||
Future minimum rental commitment, 2020 | 900 | |||||
Future minimum rental commitment, 2021 | $ 900 |
Obligations Under Non-Cancelabl
Obligations Under Non-Cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Leased Assets [Line Items] | |
2,019 | $ 4,021 |
2,020 | 3,599 |
2,021 | 3,263 |
2,022 | 2,213 |
2,023 | 1,316 |
2024 and thereafter | 3,622 |
Minimum operating lease payments | $ 18,034 |
Carrying Value of Convertible S
Carrying Value of Convertible Senior Notes (Detail) - 2.125% Convertible Senior Notes due 2021 - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Principal amount | $ 114,989 | $ 115,000 |
Unamortized debt discount | (9,781) | (13,395) |
Unamortized debt issuance costs | (1,720) | (2,355) |
Total convertible senior notes | $ 103,488 | $ 99,250 |
Carrying Value of Convertible_2
Carrying Value of Convertible Senior Notes (Parenthetical) (Detail) - 2.125% Convertible Senior Notes due 2021 | 12 Months Ended | |
Dec. 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 | Dec. 31, 2018USD ($)D | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |||||
Proceeds from issuance of convertible senior notes, net of costs | $ 111,070,000 | ||||
Accretion of the debt discount | $ 4,248,000 | $ 3,977,000 | $ 2,274,000 | ||
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% | 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 threshold percentage of stock price trigger | 130.00% | ||||
Notes threshold trading days | D | 20 | ||||
Notes threshold consecutive trading days | D | 30 | ||||
Debt instrument, convertible if-converted value in excess of principal | 69,600,000 | ||||
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 | $ 96,300 | ||||
Contractual coupon interest | 2,400 | 2,400 | |||
Accretion of the debt discount | 3,600 | 3,400 | |||
Amortization of the debt issuance costs | $ 600 | 600 | |||
Effective interest rate on the Notes | 6.60% | 6.60% | |||
Notes, carrying value | $ 103,488,000 | $ 103,488,000 | $ 99,250,000 | ||
Fair value of the note | $ 184,600,000 | $ 184,600,000 | |||
2.125% Convertible Senior Notes due 2021 | On any business day on or after June 5, 2019 and prior to the maturity date | |||||
Debt Instrument [Line Items] | |||||
Notes threshold percentage of stock price trigger | 130.00% | ||||
Notes threshold trading days | D | 20 | ||||
Notes threshold consecutive trading days | D | 30 | ||||
Notes redemption price | 100.00% |
Change in Accumulated Other Com
Change in Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | $ 591,548 | $ 168,764 |
Balance | 615,568 | 591,548 |
Foreign Currency Translation Adjustment | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | (6,363) | (13,744) |
Other comprehensive income (loss) | (5,530) | 7,381 |
Balance | (11,893) | (6,363) |
Changes in Fair Value of Available-for-Sale Investments | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | (5) | |
Other comprehensive income (loss) | 5 | |
Balance | ||
Accumulated Other Comprehensive Income (Loss) | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | (6,363) | (13,749) |
Other comprehensive income (loss) | (5,530) | 7,386 |
Balance | $ (11,893) | $ (6,363) |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Pension Plans, Defined Benefit | Sweden | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Defined contribution plan, company contribution | $ 0.6 | $ 0.5 | $ 0.5 |
Minimum | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Defined contribution plan, eligible age of employees | 21 years | ||
Defined Contribution 401 K Plan | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Defined contribution plan, company contribution | $ 0.7 | $ 0.5 | $ 0.2 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Spectrum Inc. | ||
Related Party Transaction [Line Items] | ||
Spectrum Acquisition, tax preparation and other fees | $ 0.2 | |
Principal Owner | ||
Related Party Transaction [Line Items] | ||
Rent Expense | 0.7 | |
Accrued refunds current | $ 1.7 | |
Principal Owner | Minimum | Spectrum Inc. | ||
Related Party Transaction [Line Items] | ||
Non controlling ownership interest minimum | 10.00% | |
Director | ||
Related Party Transaction [Line Items] | ||
Accrued expenses related to director service | $ 0.2 |
Consolidated Statements of Op_2
Consolidated Statements of Operations Information for Each of Previous Eight Quarters (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information [Line Items] | |||||||||||
Revenue | $ 51,942 | $ 49,529 | $ 47,731 | $ 44,830 | $ 41,611 | $ 36,580 | $ 32,455 | $ 30,590 | $ 194,032 | $ 141,236 | $ 104,541 |
Gross profit | 28,350 | 27,346 | 26,643 | 25,162 | 22,475 | 16,593 | 18,518 | 16,600 | |||
Operating expenses | 44,089 | 41,643 | 43,458 | 38,854 | 38,349 | 36,986 | 26,982 | 24,914 | |||
Net income | $ 5,638 | $ 4,794 | $ 2,738 | $ 3,448 | $ 12,178 | $ 4,669 | $ 8,438 | $ 3,068 | $ 16,617 | $ 28,353 | $ 11,681 |
Earnings per share | |||||||||||
Basic | $ 0.13 | $ 0.11 | $ 0.06 | $ 0.08 | $ 0.28 | $ 0.11 | $ 0.25 | $ 0.09 | $ 0.38 | $ 0.74 | $ 0.35 |
Diluted | $ 0.12 | $ 0.10 | $ 0.06 | $ 0.08 | $ 0.27 | $ 0.11 | $ 0.24 | $ 0.09 | $ 0.37 | $ 0.72 | $ 0.34 |