Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 02, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document period end date | Mar. 31, 2019 | |
Amendment flag | false | |
Document Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 | |
Current fiscal year end date | --12-31 | |
Entity central index key | 0001123494 | |
Entity filer category | Accelerated Filer | |
Entity registrant name | HARVARD BIOSCIENCE INC | |
Entity common stock shares outstanding | 37,687,608 | |
Trading Symbol | HBIO | |
Entity emerging growth | false | |
Entity small business | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 5,030 | $ 8,173 |
Accounts receivable, net of allowance for doubtful accounts of $341 and $332 respectively | 18,788 | 21,463 |
Inventories | 26,557 | 25,087 |
Other receivables and other assets | 3,222 | 3,109 |
Total current assets | 53,597 | 57,832 |
Property, plant and equipment, net | 5,582 | 5,898 |
Operating Lease, Right-of-Use Asset | 9,106 | 0 |
Deferred income tax assets | 208 | 211 |
Amortizable intangible assets, net | 42,991 | 44,532 |
Goodwill | 57,375 | 57,304 |
Other indefinite lived intangible assets | 1,228 | 1,232 |
Other assets | 1,249 | 1,604 |
Total Assets | 171,336 | 168,613 |
Current liabilities: | ||
Current portion, long-term debt | 2,207 | 5,982 |
Current portion, operating lease liabilities | 2,297 | 0 |
Accounts payable | 7,311 | 7,359 |
Deferred revenue | 3,715 | 3,820 |
Accrued income taxes | 1,339 | 978 |
Accrued expenses | 5,377 | 5,762 |
Other liabilities - current | 1,895 | 1,588 |
Total current liabilities | 24,141 | 25,489 |
Long-term debt, less current installments | 54,135 | 54,813 |
Deferred income tax liabilities | 2,289 | 2,301 |
Other long term liabilities | 1,360 | 3,286 |
Operating lease liabilities | 9,062 | 0 |
Total liabilities | 90,987 | 85,889 |
Commitments and contingencies | ||
Stockholders Equity Abstract | ||
Preferred stock, par value $0.01 per share, 5,000,000 shares authorized | 0 | 0 |
Common stock, par value $0.01 per share, 80,000,000 shares authorized; 45,433,115 and 45,124,309 shares issued and 37,687,608 and 37,378,802 shares outstanding, respectively | 436 | 436 |
Additional paid-in-capital | 226,547 | 226,377 |
Accumulated deficit | (122,259) | (119,889) |
Accumulated other comprehensive loss | (13,707) | (13,532) |
Treasury stock at cost, 7,745,507 common shares | (10,668) | (10,668) |
Total stockholders' equity | 80,349 | 82,724 |
Total liabilities and stockholders' equity | $ 171,336 | $ 168,613 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
CONSOLIDATED BALANCE SHEETS | ||
Allowance for doubtful accounts | $ 341 | $ 332 |
Preferred Stock Par value | $ 0.01 | $ 0.01 |
Preferred Stock - Shares Authorized | 5,000,000 | 5,000,000 |
Common stock par value | $ 0.01 | $ 0.01 |
Common Stock- Shares Authorized | 80,000,000 | 80,000,000 |
Common Stock- Shares Issued | 45,433,115 | 45,124,309 |
Common Stock- Shares Outstanding | 37,687,608 | 37,378,802 |
Treasury Stock common shares | 7,745,507 | 7,745,507 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenues | $ 28,202 | $ 26,759 |
Cost of revenues | 12,048 | 13,490 |
Gross profit | 16,154 | 13,269 |
Sales and marketing expenses | 6,306 | 5,646 |
General and administrative expenses | 5,649 | 5,384 |
Research and development expenses | 2,735 | 2,402 |
Amortization of intangible assets | 1,430 | 1,103 |
Total operating expenses | 16,120 | 14,535 |
Operating loss | 34 | (1,266) |
Other income (expense): | ||
Foreign exchange | (179) | (347) |
Interest expense, net | (1,405) | (894) |
Other expense, net | (244) | (2,738) |
Other expense, net | (1,828) | (3,979) |
Loss from continuing operations before income taxes | (1,794) | (5,245) |
Income tax expense (benefit) | 576 | 605 |
Loss from continuing operations | (2,370) | (5,850) |
Discontinued operations: | ||
Income (loss) from discontinued operations before income taxes | 0 | 913 |
Income tax (benefit) expense | 0 | (873) |
Income (loss) from discontinued operations | 0 | 1,786 |
Net loss | $ (2,370) | $ (4,064) |
Loss per share: | ||
Basic earnings per common share from continuing operations | $ (0.06) | $ (0.16) |
Basic earnings (loss) per common share from discontinued operations | 0 | 0.05 |
Basic loss per common share | (0.06) | (0.11) |
Diluted loss per common share from continuing operations | (0.06) | (0.16) |
Diluted earnings (loss) per common share from discontinued operations | 0 | 0.05 |
Diluted loss per common share | $ (0.06) | $ (0.11) |
Weighted average common shares: | ||
Basic | 37,644,684 | 35,462,989 |
Diluted | 37,644,684 | 35,462,989 |
Comprehensive loss: | ||
Net loss | $ (2,370) | $ (4,064) |
Foreign currency translation adjustments | 4 | 1,506 |
Derivatives qualifying as hedges, net of tax: | ||
(Loss) gain on derivative instruments designated and qualifying as cash flow hedges | (196) | (254) |
Amounts reclassified from accumulated other comprehensive loss to net loss | 17 | (25) |
Total comprehensive loss | $ (2,545) | $ (2,837) |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] |
Total stockholders' equity at begining of the year, Value at Dec. 31, 2017 | $ 80,900 | $ 419 | $ 218,792 | $ (116,967) | $ (10,676) | $ (10,668) |
Stock option exercises | 817 | 1 | 816 | 0 | 0 | 0 |
Vesting of restricted stock units | (5) | (5) | 0 | 0 | 0 | 0 |
Shares withheld for taxes | (603) | (3) | (600) | 0 | 0 | 0 |
Stock compensation expense | 1,012 | 0 | 1,012 | 0 | 0 | 0 |
Net income (loss) | (4,064) | 0 | 0 | (4,064) | 0 | 0 |
Other Comprehensive Income (Loss) | 1,227 | 0 | 0 | 0 | 1,227 | 0 |
Total stockholders' equity at year end, Value at Mar. 31, 2018 | $ 79,294 | $ 422 | 220,020 | (121,031) | (9,449) | (10,668) |
Beginning balance shares at Dec. 31, 2017 | 42,764,000 | 42,764,000 | ||||
Stock option exercises, shares | 298,000 | 298,000 | ||||
Vesting of restricted stock units, shares | 532,000 | 532,000 | ||||
Shares withheld for taxes, shares | (185,000) | (185,000) | ||||
Ending balance shares at Mar. 31, 2018 | 43,409,000 | 43,409,000 | ||||
Total stockholders' equity at begining of the year, Value at Dec. 31, 2018 | $ 82,724 | $ 436 | 226,377 | (119,889) | (13,532) | (10,668) |
Vesting of restricted stock units | (421) | 0 | (421) | 0 | 0 | 0 |
Stock compensation expense | 591 | 0 | 591 | 0 | 0 | 0 |
Net income (loss) | (2,370) | 0 | 0 | (2,370) | 0 | 0 |
Other Comprehensive Income (Loss) | (175) | 0 | 0 | 0 | (175) | 0 |
Total stockholders' equity at year end, Value at Mar. 31, 2019 | $ 80,349 | $ 436 | $ 226,547 | $ (122,259) | $ (13,707) | $ (10,668) |
Beginning balance shares at Dec. 31, 2018 | 45,124,000 | 45,124,000 | ||||
Stock option exercises, shares | 2,500 | 3,000 | ||||
Stock purchase plan, shares | 0 | |||||
Vesting of restricted stock units, shares | 440,000 | 440,000 | ||||
Shares withheld for taxes, shares | (134,000) | (134,000) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (2,370) | $ (4,064) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Stock-based compensation expense | 591 | 1,012 |
Depreciation | 538 | 495 |
Gain on sale of Denville | 0 | (1,227) |
Loss on disposal of fixed assets | 0 | 0 |
Amortization Of Catalog Costs | 5 | 6 |
Provision for allowance for doubtful accounts | (16) | 5 |
Amortization of Intangible Assets | 1,430 | 1,150 |
Amortization of deferred financing costs | 91 | 276 |
Deferrred Income Taxes | (1) | (1,354) |
Changes in operating assets and liabilities: | ||
(Increase) decrease in accounts receivable | 2,695 | 149 |
(Increase) decrease in inventories | (1,416) | 799 |
Decrease (increase) in other receivables and other assets | 536 | 650 |
Increase (decrease) in trade accounts payable | (118) | 1,346 |
Increase in accrued income taxes | 380 | 173 |
(Decrease) increase in accrued expenses | (76) | 850 |
(Decrease) increase in deferred revenue | (116) | 429 |
(Decrease) increase in other liabilities | (143) | (247) |
Net cash provided by operating activities | 2,010 | 448 |
Cash flows used in investing activities: | ||
Additions to property, plant and equipment | (143) | (493) |
Additions to catalog costs | (9) | (13) |
Acquisitions, net of cash acquired | 0 | (67,413) |
Disposition, net of cash sold | 0 | 15,730 |
Net cash used in investing activities | (152) | (52,189) |
Cash flows provided by (used in) financing activities: | ||
Proceeds from issuance of debt | 0 | 67,000 |
Repayments of debt | (4,583) | (14,047) |
Payments of debt issuance costs | 0 | (1,928) |
Net proceeds from (net taxes paid for) issuance of common stock | (421) | 219 |
Net cash provided by (used in) financing activities | (5,004) | 51,244 |
Effect of exchange rate changes on cash | 3 | 755 |
(Decrease) increase in cash and cash equivalents | (3,143) | 258 |
Cash and cash equivalents at the begining of period | 8,173 | 5,733 |
Cash and cash equivalents at the end of period | 5,030 | 5,991 |
Supplemental cash flow information [Abstract] | ||
Cash paid for interest | 927 | 944 |
Cash refunded for income taxes | $ 94 | $ (489) |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Basis of Presentation and Summary of Significant Accounting Policies Disclosure [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies Disclosure [Text Block] | HARVARD BIOSCIENCE, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1 . Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The unaudited consolidated financial statements of Harvard Bioscience, Inc. and its wholly-owned subsidiaries (collectively, Harvard Bioscience or the Company) as of March 31, 2019 and for the three months ended March 31, 2019 and 2018 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. gener ally accepted accounting principles (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations. The December 31, 2018 consolidated balance sheet was derived from audited financial statements, but does not include all disclo sures required by U.S. GAAP. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial s tatements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 , which was filed with the SEC on March 18, 2019. In the opinion of management, all adjustments, which include normal recurring adjustments necessary to present a fair statement of financial position as of March 31, 2019 , results of operations and comprehensive income (loss) for the three months ended March 31, 2019 and 2018 and cash flows f or the three months ended March 31, 2019 and 2018 , as applicable, have been made. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future periods. Prior Period Financial Statement Correction of Immaterial Error During the quarter ended March 31, 2019, the Company identified an immaterial misclassification error in the Company’s consolidated balance sheet as of December 31, 2018. The immaterial misclassification understated current portion, long term debt and overstated long term debt, less current installments. This misclassification, in the amount of approximately $ 4.0 million, related to the classification of the Compan y’s excess cash flow payment made to its lenders during the quarter ended March 31, 2019 as long term instead of current on its consolidated balance sheet at December 31, 2018. The misclassification had no impact on total reported debt. Refer to footnote 14 for further details. The Company assessed the materiality of this error on the financial statements for prior periods in accordance with the SEC Staff Accounting Bulletin (SAB) No. 99, Materiality , codified in Accounting Standards Codification (ASC) 25 0, Presentation of Financial Statements, and concluded that it was not material to any prior annual or interim periods. The Company recorded an adjustment to decrease long term debt, less current installments and increase current portion, long term debt i n the consolidated balance sheet at December 31, 2018 with no impact on total reported debt. R eclassifications As disclosed in Note 5, on January 22, 2018, the Company sold substantially all the assets of its operating subsidiary, Denville Scientific, Inc. (Denville). The sale of Denville represented a strategic shift that had a major effect on the Company’s operat ions and financial results. As such and pursuant to Accounting Standards Codification (ASC) 205-20 – Presentation of Financial Statements - Discontinued Operations, the operating results of Denville for the three months ended March 31, 2018 have been presented in discontinued operations in the consolidated statements of operations. T hese reclassifications and adjustments had no effect on total amounts within the consolidated balance sheet, consolidated statements of operations and comprehensive in come ( loss ) , consolidated statements of cash flows for any of the periods presented. Summary of Significant Accounting Policies The accounting policies underlying the accompanying unaudited consolidated financial statements are those set forth in Note 2 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 , which was filed with the SEC on March 18, 2019. Except for the accounting for leases as noted below there have been no material changes in the company’s significant accounting policies during the three months ended March 31, 2019 . Leas es The Company accounts for its leases in accordance with ASC 842 Leases . The Company leases office space, manufacturing facilities, automobiles and equipment. The Company concludes on whether an arrangement is a lease at inception. This determination as to whether an arrangement contains a lease is based on an assessment as to whether a contract conveys the right to the Company to control the use of identified property, plant or equipment for per iod of time in exchange for consideration. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes these lease expenses on a straight line basis over the lease term. As of March 31, 2019 , the Company has assessed its contracts and concluded that its leases consist of operating leases. Operating leases are included in operating lease right-of-use ( ROU) assets, current portion of operating lease liabilities , and operating lease liabilities in the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease R OU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company determines an incremental borrowing rate based on t he information available at commencement date in determining the present value of lease payments. The incremental borrowing rate represents a significant judgment that is based on an analysis of the Company’s credit rating, country risk, treasury and corpo rate bond yields, as well as comparison to the Company’s borrowing rate on its most recent loan. The Company uses the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives . Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. Additionally, for its leases, the Company ap plies a portfolio approach to effectively account for the operating lease ROU assets and liabilities. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2019 | |
Recently Issued Accounting Pronouncements [Abstract] | |
Recently Issued Accounting Pronouncements Disclosure [Text Block] | 2 . Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. Th e ASU is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, which provided additional implementation guidance on the previously issued ASU. Management has not yet completed its assessment of the impact of the new standard on the Company’s Consolidated Financial Statements. Currently, the Company believes that the most no table impact of this ASU will relate to its processes around the assessment of the adequacy of its allowance for doubtful accounts on trade accounts receivable and the recognition of credit losses. In August 2018, the FASB issued ASU No. 2018-14, Disclosu re Framework—Changes to the Disclosure Requirements for Defined Benefit Plans , which amends ASC 715 to add, remove and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The ASU is effective for public entiti es for fiscal years beginning after December 15, 2020, with early adoption permitted. Management has not yet completed its assessment of the impact of the new standard on the Company’s Consolidated Financial Statements. Recently Adopted Accounting Pronoun cements In August 201 7, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) which amends the hedge accounting recognition and presentation requirements in ASC 815 , Derivatives and Hedging . The Board’s objectives in issuing the ASU are to (1) improve the transparency and understandability of information conveyed to financial statement users about an entity’s risk management activities by better aligning the entity’s financial reporting for hedging relationships with those risk management activ ities and (2) reduce the complexity of and simplify the application o f hedge accounting by preparers. The ASU is effective for annual reporting periods, including interim periods within those annual reporting periods, beginning after December 15, 201 8. The Company adopted this guidance as of January 1, 2019, and it did not have a material impact on its consolidated financial position, results of operations and cash flows. In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases , which is intended to improve financial reporting about leasing transactions. The update requires a lessee to record on its balance sheet the assets and liabilities for the rights and obligations created by lease terms of more than 12 months. The update is effective for fiscal years beginning after December 15, 2018. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, wi th certain practical expedients available. T he Company elected to utilize a practical expedient in its method of adoption of the standard and adopted the guidance as of January 1, 2019 . Under this expedient, which is a “current-period adjustment method,” the Company applied ASC 842 as of January 2019 and recognized operating lease liabilities of $ 11.7 million and right of use assets of $ 9.4 million for all leases with lease terms of more than 12 months. There was no impact to retained earnings as of that d ate. In addition, the Company adopted the guidance by electing the following practical expedients: (1) the Company did not reassess whether any expired or existing contracts contained leases, (2) the Company did not reassess the lease classification fo r any expired or existing leases, and (3) the Company excluded variable payments from the lease contract consideration and recorded those as incurred . The Company’s future commitments under lease obligations and additional disclosures are summarized in Note 12. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income Loss | 3 Months Ended |
Mar. 31, 2019 | |
Accumulated Other Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive Income Disclosure [Text Block] | 3. Accumulated Other Comprehensive Loss Changes in each component of accumulated other comprehensive loss, net of tax are as follows: Foreign currency Derivatives translation qualifying as Defined benefit (in thousands) adjustments hedges pension plans Total Balance at December 31, 2018 $ (12,630) $ (170) $ (732) $ (13,532) Other comprehensive income (loss) before reclassifications 4 (196) - (192) Amounts reclassified from AOCI - 17 - 17 Other comprehensive income (loss) 4 (179) - (175) Balance at March 31, 2019 $ (12,626) $ (349) $ (732) $ (13,707) |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Acquisition Disclosure [Abstract] | |
Acquisitions Disclosure [Text Block] | 4 . Acquisition On January 31, 2018, the Company acquired all of the issued and outstanding shares of Data Sciences International, Inc. (DSI), a Delaware corporation , for approximately $ 7 1.1 million. The Company funded the acquisition from its existing cash balances, excess proceeds from the Denville Transaction discussed in Note 5, and proceeds from the Financing Agreement discussed in Note 14 . DSI, a St. Paul, Minnesota-based life science research company, is a recognized leader in physiologic monito ring focused on delivering preclinical products, systems, services and solutions to its customers. Its customers include pharmaceutical and biotechnology companies, as well as contract research organizations, academic labs and government researchers. This acquisition diversifies the Company’s customer base into the biopharmaceutical and contract research organization markets. The aggregate purchase price for this acquisition was allocated to tangible and intangible net assets acquired as follows: (in thousands) Tangible assets $ 34,010 Liabilities assumed (11,949) Net assets 22,061 Goodwill and intangible assets: Goodwill 21,865 Amortizable intangible assets: Trade name 3,524 Developed technology 25,570 Customer relationships 9,837 In-process research and development 1,387 Total amortizable intangible assets 40,318 Deferred tax liabilities, net (13,120) Total goodwill and intangible assets, net of tax 49,063 Acquisition purchase price $ 71,124 Tangible assets and liabilities assumed, as referenced above, consisted of the following: Cash acquired $ 2,576 Accounts receivable, net 5,069 Inventories 11,512 Other current assets 810 Property, plant and equipment, net 3,574 Deferred income tax assets, net 10,469 Tangible assets $ 34,010 Accounts payable and accrued liabilities $ 6,001 Deferred revenue including customer advances 2,976 Other long term liabilities 2,972 Liabilities assumed $ 11,949 The Company finalized the purchase price allocation for DSI as of December 31, 2018. T he weighted-average amortization periods for definite-lived intangible assets acquired was 9.4 years for tradenames, 8.2 years for developed technology, 12.4 years for customer relationships and 7.4 years for in-process research and development assets. The weighted average amortization period for all definite-lived intangible assets acqui red was 9.3 years. Goodwill recorded as a result of the acquisition of DSI is not deductible for tax purposes. The results of operations for DSI have been included in the Company’s consolidated financial statements from the date of acquisi tion. T he revenues of DSI included in the Company’s consolidated statement of operations from the date of acquisition to March 31, 2018 were approximately $ 7.6 million. The net loss of DSI included in the Company’s consolidated statement of operations for the same period was approximately $ 0.4 million. Included in the net loss for the three months ended March 31, 2018 was a $ 1.5 million charge recognized in cost of revenues related to purchase accounting inventory fair value step up amortization. The total inventory fair value step up was valued at $ 3.8 million and was recognized into cost of revenues over one inventory turn, or approxi mately five and a half months. Also included in the net loss of DSI for that period was $ 0.7 million of intangible asset amortization expense. The following consolidated pro forma information is based on the assumption that the acquisition of DSI occurred on January 1, 2017. Accordingly, the historical results have been adjuste d to reflect amortization expense, inte rest expense and other purchase accounting adjustments that would have been recognized on such a pro forma basis. The pro forma information is presented for comparative purposes only and is not necessarily indicative of the financial position or results of operations which would have been reported had the Company completed the acquisition during these periods or which might be reported in the future. Three Months Ended March 31, 2018 (in thousands) Pro Forma Revenues $ 30,071 Loss from continuing operations (2,168) Direct acquisition costs recorded in other expense, net in the Company’s consolidated statements of operations were $ 0 and $ 2.6 million f or the three months ended March 31, 2019 and 2018 , respectively. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations [Abstract] | |
Discontinued Operations Disclosure [Text Block] | 5. Discontinued Operations On January 22, 2018, the Company sold substantially all the assets of its wholly owned subsidiary, Denville , for approximately $ 20.0 million, which includes a $ 3.0 million earn-out provision (the Denville Transaction). Upon the closing of the transaction, the Company received $15.7 million. The $ 3.0 million earn-out provision represents consideration that is contingent on Denville achieving certain performance metrics over a period of two years. The following table is a reconciliation of the major line items of income from discontinued operations presented within the Company’s consolidated statements of operations for the three months ended March 31, 2019 and 2018 . Three Months Ended March 31, 2019 2018 (in thousands) Revenues $ - $ 893 Cost of revenues - (534) Operating and other expenses - (673) Gain on disposal of discontinued operations - 1,227 Income from discontinued operations before income taxes $ - $ 913 Income tax benefit - (873) Income from discontinued operations - 1,786 Total operating and investing cash flows for Denville in the Company’s consolidated statements of cash flows for the three months ended March 31, 2018 , were immaterial There were no operating or investing cash flows for Denville in the Company’s consolidated statements of cash flows for the three months ended March 31, 2019 . |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill And Other Intangible Assets Disclosure [Abstract] | |
Goodwill And Other Intangible Assets Disclosure [Text Block] | 6 . Goodwill and Other Intangible Assets Intangible assets consist of the following: Weighted Average March 31, 2019 December 31, 2018 Life (a) (in thousands) Amortizable intangible assets: Gross Accumulated Amortization Gross Accumulated Amortization Existing technology $ 41,285 $ (17,173) $ 41,268 $ (16,215) 6.9 Years Trade names 7,786 (3,007) 7,828 (2,861) 7.5 Years Distribution agreements/customer relationships 22,538 (9,780) 22,657 (9,509) 10.4 Years In-process research and development 1,387 (45) 1,387 (30) 7.2 Years Patents 218 (218) 211 (204) - Years Total amortizable intangible assets 73,214 $ (30,223) 73,351 $ (28,819) Indefinite-lived intangible assets: Goodwill 57,375 57,304 Other indefinite-lived intangible assets 1,228 1,232 Total goodwill and other indefinite-lived intangible assets 58,603 58,536 Total intangible assets, gross $ 131,817 $ 131,887 (a) Weighted average life as of March 31, 2019. The change in the carrying amount of goodwill for the three months ended March 31, 2019 is as follows: (in thousands) Balance at December 31, 2018 $ 57,304 Effect of change in currency translation 71 Balance at March 31, 2019 $ 57,375 Amortization of intangible assets Intangible asset amortization expense from continuing operations was $ 1.4 million and $ 1.1 million for the three months ended March 31, 2019 and 2018 , respectively. Amortization expense of existing amortizable intangible assets is currently es timated to be $ 5.6 million for the year ending December 31, 2019 , $ 5.6 million for the year ending December 31, 2020 , $ 5.6 million for the year ending December 31, 2021 , $ 5.5 million for the yea r ending December 31, 2022 and $ 5.4 million for the year ending December 31, 2023 . |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2019 | |
Inventories Disclosure [Abstract] | |
Inventories Disclosure [Text Block] | 7 . Inventories Inventories consist of the following: March 31, December 31, 2019 2018 (in thousands) Finished goods $ 7,679 $ 6,936 Work in process 3,834 3,667 Raw materials 15,044 14,484 Total $ 26,557 $ 25,087 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment Disclosure [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 8 . Property , Plant and Equipment As of March 31, 2019 and December 31, 2018 , p roperty, plant and equipment consist of the following: March 31, December 31, 2019 2018 (in thousands) Land, buildings and leasehold improvements $ 2,542 $ 2,468 Machinery and equipment 9,907 9,678 Computer equipment and software 9,713 9,685 Furniture and fixtures 1,407 1,390 Automobiles 114 115 23,683 23,336 Less: accumulated depreciation (18,101) (17,438) Property, plant and equipment, net $ 5,582 $ 5,898 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 9 . Related Party Transactions As part of the acquisitions of Multi Channel Systems MCS GmbH (MCS) and Triangle BioSystems, Inc. (TBSI) in 2014, the Company signed lease agreements with the former owners of the acquired companies. The principals of such former owners of MCS and TBSI were employees of the Com pany as of March 31, 2019 and 2018 . Pursuant to a lease agreement , the Company made rent payments of approximately $ 78 thousand and $ 79 thousand to the former owners of MCS for the three months ended March 31, 2019 and 2018 , respectivel y . T he Company made rent payments of approximately $ 11 thousand to the former owner of TBSI for both the three months ended March 31, 2019 and 2018 . |
Warranties
Warranties | 3 Months Ended |
Mar. 31, 2019 | |
Warranties Disclosure [Abstract] | |
Warranties Disclosure [Text Block] | 10 . Warranties Warranties are estimated and accrued at the time revenues are recorded. A rollforward of the Company’s product warranty accrual is as follows: Beginning (Payments)\ Ending Balance Credits Additions Balance (in thousands) Year ended December 31, 2018 $ 246 (37) 182 $ 391 Three months ended March 31, 2019 $ 391 (22) 1 $ 370 |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2019 | |
Employee Benefit Plans Disclosure [Abstract] | |
Employee Benefit Plans Disclosure [Text Block] | 11 . Employee Benefit Plans The Company’s subs idiary in the United Kingdom, Biochrom Limited, maintain s contributory, defined benefit pension plans for substantially all of its employees. These defined benefit pension plans have been closed to new employees since 2014, as well as closed to the future accrual of benefits for existing employees. The components of the Company’s defined benefit pension expense were as follows: Three Months Ended March 31, 2019 2018 (in thousands) Components of net periodic benefit cost: Interest cost $ 132 $ 132 Expected return on plan assets (182) (204) Net amortization loss 76 58 Net periodic benefit cost (income) $ 26 $ (14) For the three months ended March 31, 2019 and 2018 , the Company contributed $ 0.2 million, for both periods, to its defined benefit pension plans. The Company expects to contribute at $ 0.5 million to its defined benefit pension plans during the remainder of 2019 . The Company had an under funded pension liability of approximately $ 0.9 million as of March 31, 2019 and December 31 , 2018 included in the other long term liabilities line item in the consolidated balance sheets. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases [Text Block] | 12 . Leases The Company has noncancelable operating leases for office , manufacturing facilities, warehouse space , automobiles and equipment expiring at various dates through 2023 and thereafter. As discussed in Footnote 1, the Company adopted ASC 842 as of January 1, 2019, using a current period adjustment method. In accordance with this method, the Company recognized a right of use asset of $ 9.4 million and an operating lease liability of $ 11.7 m illion as of January 1, 2019. As a result of using the c urrent period adjustment method, the lease expense for three months ended March 31, 2019 and 2018 was recognized under ASC 842, and ASC 840, the previous standard, respectively. T he components of lease expense for the three months ended March 31, 2019 are as follows: Three Months Ended March 31, 2019 (in thousands) Operating lease cost $ 523 Short term lease cost 76 Sublease income (102) Total lease cost $ 497 Supplemental cash flow information related to the Company's operating leases was as follows Three Months Ended March 31, 2019 (in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 702 Right-of-use assets obtained in exchange for lease obligations Operating leases $ - Supplemental balance sheet information related to the Company's operating leases was as follows: March 31, 2019 (in thousands) Operating lease right-of use assets $ 9,106 Current portion, operating lease liabilities $ 2,297 Operating lease liabilities, long term 9,062 Total operating lease liabilities $ 11,359 Weighted average remaining lease term 8.6 years Weighted average discount rate 9.2% Rent payments for continuing operations were approximately $ 0.5 million for the three months ended March 31, 2018 . Future minimum lease payments for operating leases, with initial or remaining terms in excess of one year at March 31, 2019 , are as follows: Operating Leases (in thousands) 2020 $ 2,297 2021 2,268 2022 1,862 2023 1,813 2024 1,795 Thereafter 6,970 Total lease payments 17,005 Less interest (5,646) Total operating lease liabilities 11,359 |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2019 | |
Capital Stock Disclosure [Abstract] | |
Capital Stock Disclosure [Text Block] | 13 . Capital Stock Common Stock The Company has 80.0 million shares of common stock authorized for issuance. As of March 31, 2019 , the Company had 37.7 million shares of common stock issued and outstanding . Preferred Stock The Company’s Board of Directors has the authority to issue up to 5.0 million shares of preferred stock and to determine the price, privileges and other terms of the shares. The Board of Directors may exercise this authority without any further approval of sto ckholders. As of March 31, 2019 , the Company had no preferred stock issued or outstanding . Employee Stock Purchase Plan (as amended, the ESPP) In 2000, the Company approved the ESPP . Under this ESPP , participating employees can authorize the Company to withhold a portion of their base pay during consecutive six-month payment periods for the purchase of shares of the Company’s common stock. At the conclusion of the period, participating employees can purchase shares of the Company’s common stoc k at 85% of the lower of the fair market value of the Company’s common stock at the beginning or end of the period. Shares are iss ued under the ESPP for the six-month periods ending June 30 and December 31. As of March 31, 2019 , 1,050,000 s hares of common stock are authorized for issuance , of which 890,762 shares were iss ue d. There were no shares issued under the ESPP during the three months ended March 31, 2019 and 2018 , respectively. Stock Option and Equity Incentive Plans Third Amended and Restated 2000 Stock Option and Incentive Plan (as amended, the Third A&R Plan) The Third Amendment to the Third A&R Plan (the Amendment) was adopted by the Board of Directors on April 2, 2018. Such Amendment was approved by the stockholders at the Company’s 2018 Annual Meeting of Stockholders. Pursuant to the Amendment, the aggregate number of shares authorized for issuance under the Third A&R Plan was increased by 3,400,000 shares to 20,908,929. Restricted Stock Units with a Market Condition (the Market Condition RSUs) On May 24, 2018, the Compensation Committee of the Board of Directors of the Company approved and granted deferred stock awards of Market Condition RSUs (the 2018 Market Condition RSUs) to certain member s of the Company’s management team under the Third A&R Plan . The vesting of the 2018 Market Condition RSUs is based on a graded-vesting schedule (one third at the end of each year for three years) and linked to the achievement of a relative total sharehold er return of the Company’s common stock from May 24, 2018 to the earlier of (i) May 24, 2019 or (ii) upon a change of control (measured relative to the NASDAQ Biotechnology index and based on the 20-day trading average price before each such date). As of March 31, 2019 , t he target number of these restricted stock units that may be earned is 94,444 shares; the maximum amount is 150% of the target number. On March 7, 2019, the Compensation Committee of the Board of Directors of the Compa ny approved and granted deferred stock awards of Market Condition RSUs (the 2019 Market Condition RSUs) to certain members of the Company’s management team under the Third A&R Plan . The vesting of the 2019 Market Condition RSUs is based on a graded-vesting schedule (one third at the end of each year for three years) and linked to the achievement of a relative total shareholder return of the Company’s common stock from March 7, 2019 to the earlier of (i) March 7, 2020 or (ii) upon a change of control (measur ed relative to the NASDAQ Biotechnology index and based on the 20-day trading average price before each such date). As of March 31, 2019 , t he target number of these restricted stock units that may be earned is 75,514 shares; the maxi mum amount is 150% of the target number. Stock-Based Payment Awards The Company accounts for stock-based payment awards in accordance with the provisions of FASB ASC 718, which requires it to recognize compensation expense for all stock-based payment awards made to employees and directors including stock options, restricted stock units, Market Condition RSUs and employee stock purchases related to the ESPP. The Company has elected as an accounting policy to account for forfeitures for service based awa rds as they occur, with no adjustment for estimated forfeitures. Stock option and restricted stock unit activity under the Company’s Third A&R Plan for the three months ended March 31, 2019 was as follows: Stock Options Restricted Stock Units Market Condition RSU's Weighted Stock Average Restricted Market Options Exercise Stock Units Grant Date Condition RSU's Grant Date Outstanding Price Outstanding Fair Value Outstanding Fair Value Balance at December 31, 2018 1,956,732 $ 4.25 1,233,762 $ 3.36 116,944 $ 4.19 Granted 559,909 3.80 383,827 3.67 75,514 4.16 Exercised (2,500) 3.25 - - - - Vested (RSUs) - - (439,875) 3.26 - - Cancelled / forfeited (75,000) 4.66 (95,509) 2.83 (22,500) 4.19 Balance at March 31, 2019 2,439,141 $ 4.13 1,082,205 $ 3.56 169,958 $ 4.18 The weighted average fair value of the options granted under the Third A&R Plan during the three months ended March 31, 2019 was $ 1.58 . There were no options granted under the Third A&R Plan during the three months ended March 31, 2018. The following assumptions were used to estimate the fair value , using the Black-Scholes option pricing model, of stock options granted during the three months ended March 31, 2019 : Three Months Ended March 31, 2019 Volatility 45.58 % Risk-free interest rate 2.44 % Expected holding period (in years) 4.73 years Dividend yield - % The weighted average fair value of the 2019 Market Condition RSU s which were granted under the Third A&R Plan during the three months ended March 31, 2019 was $4.16. T he re were no Market Condition RSU s granted under the Third A&R Plan during the three months ended March 31, 2018 . The following assumptions were used to estimate the fair value , using a Monte-Carlo valuation simulation, of the Market Condition RSUs granted during the three months ended March 31, 2019 : Three Months Ended March 31, 2019 Volatility 48.00 % Risk-free interest rate 2.50 % Correlation coefficient 0.27 % Dividend yield - % The Company used historical volatility to calculate the expected volatility for each grant as of the grant date . Historical volatility was determined by calculating the mean reversion of the daily adjusted closing stock price. The risk-free interest rate assumption is based upon observed U.S. Treasury bill interest rates (risk-free) appropriate for the term of the Company’s stock options and Market Condition RSUs. The expected holding period of stock options represents the period of time options are expect ed to be outstanding and is based on historical experience. The vesting period ranges from one to four years and the contractual life is ten years. The correlation coefficient, used to value the Market Condition RSUs, represents the way in which entities m ove in relation to the NASDAQ Biotechnology index as a whole. Stock- based c ompensation expense related to stock options, restricted stock units , Market Condition RSUs and the ESPP for the three months ended March 31, 2019 and 2018 was a llocated as follows: Three Months Ended March 31, 2019 2018 (in thousands) Cost of revenues $ 13 $ 11 Sales and marketing (7) 124 General and administrative 551 697 Research and development 34 30 Discontinued operations - 150 Total stock-based compensation $ 591 $ 1,012 The Company did not capitalize any stock-based compensation. Earnings per share Basic earnings per share is based upon net income divided by the number of weighted average common shares outstanding during the period. The calculation of diluted earnings per share assumes conversion of stock options, restricted stock units and Market Condition RSU s into common stock using the treasury method. The weighted av erage number of shares used to compute basic and diluted earnings per share consists of the following: Three Months Ended March 31, 2019 2018 Basic 37,644,684 35,462,989 Effect of assumed conversion of employee and director stock options, restricted stock units and Market Condition RSUs - - Diluted 37,644,684 35,462,989 Excluded from the shares used in calculating the diluted earnings per common share in the above table are options, restricted stock units and Market Condition RSUs of approximately 3,691,304 and 4,899,228 shares of common stock for the three months ended March 31, 2019 and 2018 , respectively, as the impact of these shares would be anti-dilutive. |
Long Term Debt
Long Term Debt | 3 Months Ended |
Mar. 31, 2019 | |
Long Term Debt Disclosure [Abstract] | |
Long Term Debt Disclosure [Text Block] | 14. Long Term Debt On January 22, 2018, in connection with the closing of the Denville Transaction, the Company terminated the Third Amended and Restated Credit Agreement (the Credit Agreement), among the Company, Brown Brothers Harriman & Co. and each of the other lenders party thereto, and Bank of America, as administrative agent. All outstanding amounts under the agreement were repaid in full using a portion of the proceeds of the Denville Transaction. At the time of repayment, there was approximately $11.9 million outstanding. On January 31, 2018, the Company entered into a financing agreement by and among the Company and certain subsidiaries of the Company parties thereto, as borrowers (collectively, the Borrower), certain subsidiaries of the Compan y parties thereto, as guarantors, various lenders from time to time party thereto (the Lenders), and Cerberus Business Finance, LLC, as collateral agent and administrative agent for the Lenders (the Financing Agreement). On August 16, 2018, the Company and Cerberus Business Finance, LLC entered into a First Amendment to the Financing Agreement, which such amendment modified certain provisions related to the borrowing base and reporting, among other things. The Financing Agreement provided for senior secu red credit facilities (the Senior Secured Credit Facilities) comprised of a $64.0 million term loan and up to a $25.0 million revolving line of credit. The proceeds of the term loan and $4.8 million of advances under the revolving line of credit were used to fund a portion of the DSI acquisition, and to pay fees and expenses related thereto and the closing of the Senior Secured Credit Facilities. In addition, the revolving facility is available for use by the Company and its subsidiaries for general corpora te and working capital needs, and other purposes to the extent permitted by the Financing Agreement. The Senior Secured Credit Facilities have a maturity of five years. Commencing on March 31, 2018, the outstanding term loans began to amortize in equal quarterly installments equal to $0.4 million per quarter on such date and during each of the next three quarters thereafter, $0.6 million per quarter during the next four quarters thereafter and $0.8 million per quarter thereafter, with a balloon payment a t maturity. Furthermore, within ten days of the Company’s delivery of its audited annual financial statements each year, the term loans are permanently reduced pursuant to certain mandatory prepayment events including an annual “excess cash flow sweep” of 50% of the consolidated excess cash flow; provided that, in any fiscal year, any voluntary prepayments of the term loans shall be credited against the Company’s “excess cash flow” prepayment obligations on a dollar-for-dollar basis for such fiscal year. The obligations of the Borrower under the Senior Secured Credit Facilities are unconditionally guaranteed by the Company and certain of the Company’s existing and subsequently acquired or organized subsidiaries. The Senior Secured Credit Faci lities and related guarantees are secured on a first-priority basis (subject to certain liens permitted under the Financing Agreement) by a lien on substantially all the tangible and intangible assets of the Borrower and the subsidiary guarantors, includin g all of the capital stock held by such obligors (subject to a 65% limitation on pledges of capital stock of foreign subsidiaries), subject to certain exceptions. Interest on all loans under the Senior Secured Credit Facilities is paid monthly. Borrowing s under the Financing Agreement accrue interest at a per annum rate equal to, at the Borrower’s option, a base rate plus 4.75 % or a London Interbank Offered Rate ( LIBOR) rate plus 6.25 % . The loans are also subject to a 1.25 % interest rate floor for LIBOR l oans and a 4.25 % interest rate floor for base rate loans. The Financing Agreement contains customary representations and warranties and affirmative covenants applicable to the Company and its subsidiaries and also contains certain restrictive covenants, including, among others, limitations on the incurrence of additional debt, liens on property, acquisitions and investments, loans and guarantees, mergers, consolidations, liquidations and dissolutions, asset sales, dividends and other payments in respect o f the Company’s capital stock, prepayments of certain debt, transactions with affiliates and modifications of organizational documents, material contracts, affiliated practice agreements and certain debt agreements. The Financing Agreement also contains cu stomary events of default. As of March 31, 2019 , the Company was in compliance with all financial covenants contained in the Financing A greement, was subject to covenant and w orking capital borrowing restrictions and had available borrowing cap acity under its Financing Agreement of $ 14.5 million. As of March 31, 2019 and December 31, 2018 , the C ompany had borrowings net of debt issuance costs of $ 56.3 million and $ 60.8 million respectively, outstanding. T he carrying value of the debt approximates fair value because the interest rate under the obligation approximates market rates of interest available to the Company for similar instruments. As of March 31, 2019 , the w eighted effective interest rate, net of the impact of t he Company’s interest rate swap, on its term l oan was 8.87% . As of March 31, 2019 and December 31, 2018 , the Company’s borrowings were comprised of: March 31, December 31, 2019 2018 (in thousands) Long-term debt: Term loan $ 57,817 $ 62,400 Total unamortized deferred financing costs (1,475) (1,605) Total debt 56,342 60,795 Less: current installments (2,600) (6,383) Current unamortized deferred financing costs 393 401 Long-term debt $ 54,135 $ 54,813 |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2019 | |
Derivatives [Abstract] | |
Derivatives Disclosure [Text Block] | 15 . Derivatives The Company uses interest -rate -related derivative instruments to manage its exposure related to changes in interest rates on its variable -rate debt instruments. The Company does not enter into derivative instruments for any purpose other than cash flow hedging. The Company does not speculate using derivative instruments. By using derivative financial instruments to hedge exposures to changes in interest rates, the Company exposes itself to credit risk and market risk. Credit risk is the f ailure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative co ntract is negative, the Company owes the counterparty and, therefore, the Company is not exposed to the counterparty’s credit risk in those circumstances. The Company minimizes counterparty credit risk in derivative instruments by entering into transaction s with carefully selected major financial institutions based upon their credit profile. Market risk is the adverse effect on the value of a derivative instrument that results from a change in interest rates. The market risk associated with interest -rat e contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. The Company assesses interest rate risk by continually identifying and monitoring changes in interest rate exposures th at may adversely impact expected future cash flows and by evaluating hedging opportunities. The Company maintains risk management control systems to monitor interest rate risk attributable to both the Company’s outstanding or forecasted debt obligations as well as the Company’s offsetting hedge positions. The risk management control systems involve the use of analytical techniques, including cash flow sensitivity analysis, to estimate the expected impact of changes in interest rates on the Company’s future cash flows. The Company uses variable -rate LIBOR debt to finance its operations. The debt obligations expose the Company to variability in interest payments due to changes in interest rates. Management believes that it is p rudent to limit the variability of a portion of its interest payments. To meet this objective, management enters into LIBOR based interest rate swap agreem ents to manage fluctuations in cash flows resulting from changes in the benchmark interest rate of LI BOR. These swaps change the variable -rate cash flow exposure on the debt obligations to fixed cash flows. Under the terms of the interest rate swaps, the Company receives LIBOR based variable interest rate payments and makes fixed interest rate payments, thereby creating the equivalent of fixed-rate debt for the notional amount of its debt hedged. As disclosed in Note 14 , on January 31, 2018, the Company entered into a Financing Agreement comprised of a $64.0 million term loan and up to a $25.0 million revolving line of credit. Shortly after entering into this Credit Agreement , the Company entered into an interest rate swap contract with PNC Bank with a notional amount of $36.0 million and a termination date of January 1, 2023 in order to hedge the risk of changes in the effective benchmark interest rate (LIBOR) associated with the Company’s Term Loan. T he swap contract converted specific variable-rate debt into fixed-rate debt and fixed the LIBOR rate associated with a portion of the term loan under the Financing Agreement at 2.72%. The interest rate swap was designated as a cash flow hedge instrument in accordance with ASC 815 “Derivatives and Hedging”. The notional amount of the Company’s derivative instruments as of March 31, 2019 was $ 33.0 million . The following table presents the notional amount and fair value of the Company ’ s derivative instrument s as of March 31, 2019 and December 31, 2018 . March 31, 2019 Notional Amount Fair Value (a) Derivatives designated as hedging instruments under ASC 815 Balance sheet classification (in thousands) Interest rate swaps Other assets (long term liabilities) $ 32,976 $ (349) December 31, 2018 Notional Amount Fair Value (a) Derivatives designated as hedging instruments under ASC 815 Balance sheet classification (in thousands) Interest rate swaps Other assets (long term liabilities) $ 34,090 $ (170) (a) See Note 16 for the fair value measurements related to these financial instruments. All of the Company’s derivative instruments are designated as hedging instruments. The Company has structured its interest rate swap agreements to be 100% effective and as a result, there was no impact to earnings resulting from hedge ineffectiveness. Changes in the fair value of interest rate swaps designated as hedging instruments that effectively offset the variability of cash flows associate d with variable -rate, long -term debt obligations are reported in accumulat ed other comprehensive income (AOCI ). These amounts subsequently are reclassified into interest expense as a yield adjustment of the hedged interest payments in the same period in wh ich the related interest affects earnings. The Company’s interest rate swap agreement was deemed to be fully effective in accordance with ASC 815, and, as such, unrealized gains and losses related to these derivatives were recorded as AOCI. The following table summarizes the effect of derivatives designated as cash flow hedging instruments and their classification within comprehensive loss for the three months ended March 31, 2019 and 2018 : Derivatives in Hedging Relationships Amount of gain (loss) recognized in OCI on derivative (effective portion) Three Months Ended March 31, 2019 2018 (in thousands) Interest rate swaps $ (196) $ (254) The following table summarizes the reclassifications out of accumulated other comprehensive loss for the three months ended March 31, 2019 and 2018 : Details about AOCI Components Amount reclassified from AOCI into income (effective portion) Three Months Ended March 31, Location of amount reclassified from AOCI 2019 2018 into income (effective portion) (in thousands) Interest rate swaps $ 17 $ (25) Interest expense As of March 31, 2019 , $ 93 thousand of deferred losses on derivative instruments accumulated in AOCI are expected to be reclassified to earnings during the next twelve months. Transactions and events expected to occur over the next twelve months that will necessitate reclassifying these derivatives’ losses to earnings include the repricing of variable -rate debt. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 16 . Fair Value Measurements Fair value measurement is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy is established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s own assumptions. The following table s present the fair value hierarchy for those assets or liabilities measured at fair value on a recurring basis: Fair Value as of March 31, 2019 (In thousands) Level 1 Level 2 Level 3 Total Assets (Liabilities): Interest rate swap agreements $ - $ (349) $ - $ (349) Fair Value as of December 31, 2018 (In thousands) Level 1 Level 2 Level 3 Total Assets (Liabilities): Interest rate swap agreements $ - $ (170) $ - $ (170) The Company uses the market approach technique to value its financial liabilities. The Company’s financial assets and liabilities carried at fair value include derivative instruments used to hedge the Company’s interest rate risks. The fair value of the Company’s interest rate swap agreements was based on LIBOR yield curves at the reporting date. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2019 | |
Revenues Disclosure [Abstract] | |
Revenues | 17. Revenues The following table represents a disaggregation of revenue from contracts with customers . Revenue from continuing operations originating from the following geographic areas for the three months ended March 31, 2019 and 2018 consist of : Three Months Ended March 31, 2019 (in thousands) United States United Kingdom Germany Rest of the world Total Instruments, equipment, software and accessories $ 18,671 $ 3,129 $ 2,913 $ 2,044 $ 26,757 Service, maintenance and warranty contracts 1,143 190 97 15 1,445 Total revenues $ 19,814 $ 3,319 $ 3,010 $ 2,059 $ 28,202 Three Months Ended March 31, 2018 (in thousands) United States United Kingdom Germany Rest of the world Total Instruments, equipment, software and accessories $ 16,147 $ 3,495 $ 3,707 $ 2,255 $ 25,604 Service, maintenance and warranty contracts 896 201 52 6 1,155 Total revenues $ 17,043 $ 3,696 $ 3,759 $ 2,261 $ 26,759 Deferred revenue As of March 31, 2019 and December 31, 2018 , the Company had approximately $ 3.7 million and $3.8 million, respectively, in deferred revenue comprised of revenue deferred from service contracts and revenue deferred from advance payments. Changes in defe r r ed revenue from service contracts and advance payments from customers during the three months ended March 31, 2019 and 2018 were as follows: Three Months Ended March 31, 2019 (in thousands) Service Contracts Customer Advances Total Balance at December 31, 2018 $ 1,659 $ 2,161 $ 3,820 Deferral of revenue 845 111 956 Recognition of deferred revenue (848) (223) (1,071) Effect of foreign currency translation 10 - 10 Balance at March 31, 2019 $ 1,666 $ 2,049 $ 3,715 Three Months Ended March 31, 2018 (in thousands) Service Contracts Customer Advances Total Balance at December 31, 2017 $ 505 $ - $ 505 Addition due to business combination 849 2,128 2,977 Deferral of revenue 1,193 128 1,321 Recognition of deferred revenue (758) (196) (954) Effect of foreign currency translation 4 - 4 Balance at March 31, 2018 $ 1,793 $ 2,060 $ 3,853 Allowance for doubtful accounts Activity in the allowance for doubtful accounts was as follows: Three Months Ended March 31, 2019 2018 (in thousands) Balance, beginning of period $ 332 $ 193 Bad debt expense (recoveries) (16) 5 Charged to allowance 27 - Other - 36 Effect of foreign currency translation (2) - Balance, end of period $ 341 $ 234 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax [Abstract] | |
Income Taxes Disclosure [Text Block] | 18 . Income Tax Income tax expense from continuing operations was approximately $0.6 million for both the three months ended March 31, 2019 and 2018 , respectively. The effective tax rate on continuing o perations was ( 32.1 ) % for the three months ended March 31, 2019 compared with (11.5) % for the same period in 2018 . The differen ce between the Company’s effective tax rates in 2019 and 2018 compared to the U.S. statutory tax rate of 21 % is primarily due to the mix of year-to-date and forecasted income or losses in the U.S. and foreign tax jurisdictions, the impact of different tax rates in certain foreign jurisdictions, the impact of the inclusion of foreign income in U.S. taxable income under the GILTI (Global Intangible Low-Taxed Income) tax rules, limitations on interest expense deductions and, in 2018, certain non-deductible acq uisition costs. For the three months ended March 31, 2019 , no income tax expense or benefit was recorded for discontinued operat ions. In the same period in 2018 , income tax benefit for discontinued operations was $0.8 million. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation Policies [Text Block] | Basis of Presentation The unaudited consolidated financial statements of Harvard Bioscience, Inc. and its wholly-owned subsidiaries (collectively, Harvard Bioscience or the Company) as of March 31, 2019 and for the three months ended March 31, 2019 and 2018 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. gener ally accepted accounting principles (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations. The December 31, 2018 consolidated balance sheet was derived from audited financial statements, but does not include all disclo sures required by U.S. GAAP. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial s tatements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 , which was filed with the SEC on March 18, 2019. In the opinion of management, all adjustments, which include normal recurring adjustments necessary to present a fair statement of financial position as of March 31, 2019 , results of operations and comprehensive income (loss) for the three months ended March 31, 2019 and 2018 and cash flows f or the three months ended March 31, 2019 and 2018 , as applicable, have been made. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future periods. |
Reclassifications [Policy Text Block] | R eclassifications As disclosed in Note 5, on January 22, 2018, the Company sold substantially all the assets of its operating subsidiary, Denville Scientific, Inc. (Denville). The sale of Denville represented a strategic shift that had a major effect on the Company’s operat ions and financial results. As such and pursuant to Accounting Standards Codification (ASC) 205-20 – Presentation of Financial Statements - Discontinued Operations, the operating results of Denville for the three months ended March 31, 2018 have been presented in discontinued operations in the consolidated statements of operations. T hese reclassifications and adjustments had no effect on total amounts within the consolidated balance sheet, consolidated statements of operations and comprehensive in come ( loss ) , consolidated statements of cash flows for any of the periods presented. |
Leases [Policy Text Block] | Leas es The Company accounts for its leases in accordance with ASC 842 Leases . The Company leases office space, manufacturing facilities, automobiles and equipment. The Company concludes on whether an arrangement is a lease at inception. This determination as to whether an arrangement contains a lease is based on an assessment as to whether a contract conveys the right to the Company to control the use of identified property, plant or equipment for per iod of time in exchange for consideration. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes these lease expenses on a straight line basis over the lease term. As of March 31, 2019 , the Company has assessed its contracts and concluded that its leases consist of operating leases. Operating leases are included in operating lease right-of-use ( ROU) assets, current portion of operating lease liabilities , and operating lease liabilities in the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease R OU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company determines an incremental borrowing rate based on t he information available at commencement date in determining the present value of lease payments. The incremental borrowing rate represents a significant judgment that is based on an analysis of the Company’s credit rating, country risk, treasury and corpo rate bond yields, as well as comparison to the Company’s borrowing rate on its most recent loan. The Company uses the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives . Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. Additionally, for its leases, the Company ap plies a portfolio approach to effectively account for the operating lease ROU assets and liabilities. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accumulated Other Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive Income [Table Text Block] | Foreign currency Derivatives translation qualifying as Defined benefit (in thousands) adjustments hedges pension plans Total Balance at December 31, 2018 $ (12,630) $ (170) $ (732) $ (13,532) Other comprehensive income (loss) before reclassifications 4 (196) - (192) Amounts reclassified from AOCI - 17 - 17 Other comprehensive income (loss) 4 (179) - (175) Balance at March 31, 2019 $ (12,626) $ (349) $ (732) $ (13,707) |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Acquisition Disclosure [Abstract] | |
Schedule of Business Acquisitions [Table Text Block] | (in thousands) Tangible assets $ 34,010 Liabilities assumed (11,949) Net assets 22,061 Goodwill and intangible assets: Goodwill 21,865 Amortizable intangible assets: Trade name 3,524 Developed technology 25,570 Customer relationships 9,837 In-process research and development 1,387 Total amortizable intangible assets 40,318 Deferred tax liabilities, net (13,120) Total goodwill and intangible assets, net of tax 49,063 Acquisition purchase price $ 71,124 Tangible assets and liabilities assumed, as referenced above, consisted of the following: Cash acquired $ 2,576 Accounts receivable, net 5,069 Inventories 11,512 Other current assets 810 Property, plant and equipment, net 3,574 Deferred income tax assets, net 10,469 Tangible assets $ 34,010 Accounts payable and accrued liabilities $ 6,001 Deferred revenue including customer advances 2,976 Other long term liabilities 2,972 Liabilities assumed $ 11,949 |
Business Acquisition, Pro Forma Information [Table Text Block] | Three Months Ended March 31, 2018 (in thousands) Pro Forma Revenues $ 30,071 Loss from continuing operations (2,168) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations [Abstract] | |
Disposal Groups, Including Discontinued Operations,Income Loss [Table Text Blcok] | Three Months Ended March 31, 2019 2018 (in thousands) Revenues $ - $ 893 Cost of revenues - (534) Operating and other expenses - (673) Gain on disposal of discontinued operations - 1,227 Income from discontinued operations before income taxes $ - $ 913 Income tax benefit - (873) Income from discontinued operations - 1,786 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill And Other Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Weighted Average March 31, 2019 December 31, 2018 Life (a) (in thousands) Amortizable intangible assets: Gross Accumulated Amortization Gross Accumulated Amortization Existing technology $ 41,285 $ (17,173) $ 41,268 $ (16,215) 6.9 Years Trade names 7,786 (3,007) 7,828 (2,861) 7.5 Years Distribution agreements/customer relationships 22,538 (9,780) 22,657 (9,509) 10.4 Years In-process research and development 1,387 (45) 1,387 (30) 7.2 Years Patents 218 (218) 211 (204) - Years Total amortizable intangible assets 73,214 $ (30,223) 73,351 $ (28,819) Indefinite-lived intangible assets: Goodwill 57,375 57,304 Other indefinite-lived intangible assets 1,228 1,232 Total goodwill and other indefinite-lived intangible assets 58,603 58,536 Total intangible assets, gross $ 131,817 $ 131,887 (a) Weighted average life as of March 31, 2019. |
Goodwill Rollforward [Table Text Block] | (in thousands) Balance at December 31, 2018 $ 57,304 Effect of change in currency translation 71 Balance at March 31, 2019 $ 57,375 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventories Disclosure [Abstract] | |
Schedule of Inventory [Table Text Block] | March 31, December 31, 2019 2018 (in thousands) Finished goods $ 7,679 $ 6,936 Work in process 3,834 3,667 Raw materials 15,044 14,484 Total $ 26,557 $ 25,087 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment Disclosure [Abstract] | |
Schedule Of Property Plant And Equipment [Table Text Block] | March 31, December 31, 2019 2018 (in thousands) Land, buildings and leasehold improvements $ 2,542 $ 2,468 Machinery and equipment 9,907 9,678 Computer equipment and software 9,713 9,685 Furniture and fixtures 1,407 1,390 Automobiles 114 115 23,683 23,336 Less: accumulated depreciation (18,101) (17,438) Property, plant and equipment, net $ 5,582 $ 5,898 |
Warranties (Tables)
Warranties (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Warranties Disclosure [Abstract] | |
Warranty Rollforward Disclosure [Table Text Block] | Beginning (Payments)\ Ending Balance Credits Additions Balance (in thousands) Year ended December 31, 2018 $ 246 (37) 182 $ 391 Three months ended March 31, 2019 $ 391 (22) 1 $ 370 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Employee Benefit Plans Disclosure [Abstract] | |
Schedule of Changes in Projected Benefit Obligations [Table Text Block] | Three Months Ended March 31, 2019 2018 (in thousands) Components of net periodic benefit cost: Interest cost $ 132 $ 132 Expected return on plan assets (182) (204) Net amortization loss 76 58 Net periodic benefit cost (income) $ 26 $ (14) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lessee, Operating Lease, Disclosure [Table Text Block] | Three Months Ended March 31, 2019 (in thousands) Operating lease cost $ 523 Short term lease cost 76 Sublease income (102) Total lease cost $ 497 Supplemental cash flow information related to the Company's operating leases was as follows Three Months Ended March 31, 2019 (in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 702 Right-of-use assets obtained in exchange for lease obligations Operating leases $ - Supplemental balance sheet information related to the Company's operating leases was as follows: March 31, 2019 (in thousands) Operating lease right-of use assets $ 9,106 Current portion, operating lease liabilities $ 2,297 Operating lease liabilities, long term 9,062 Total operating lease liabilities $ 11,359 Weighted average remaining lease term 8.6 years Weighted average discount rate 9.2% |
Future minimum lease payments for operating leases [Table Text Block] | Operating Leases (in thousands) 2020 $ 2,297 2021 2,268 2022 1,862 2023 1,813 2024 1,795 Thereafter 6,970 Total lease payments 17,005 Less interest (5,646) Total operating lease liabilities 11,359 |
Capital Stock (Tables)
Capital Stock (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Capital Stock Disclosure [Abstract] | |
Schedule Of Stock Options And Restricted Stock Units Activity Rollforward [Table Text Block] | Stock Options Restricted Stock Units Market Condition RSU's Weighted Stock Average Restricted Market Options Exercise Stock Units Grant Date Condition RSU's Grant Date Outstanding Price Outstanding Fair Value Outstanding Fair Value Balance at December 31, 2018 1,956,732 $ 4.25 1,233,762 $ 3.36 116,944 $ 4.19 Granted 559,909 3.80 383,827 3.67 75,514 4.16 Exercised (2,500) 3.25 - - - - Vested (RSUs) - - (439,875) 3.26 - - Cancelled / forfeited (75,000) 4.66 (95,509) 2.83 (22,500) 4.19 Balance at March 31, 2019 2,439,141 $ 4.13 1,082,205 $ 3.56 169,958 $ 4.18 |
Stock Based Compensation Expense Activity By Function [Table Text Block] | Three Months Ended March 31, 2019 2018 (in thousands) Cost of revenues $ 13 $ 11 Sales and marketing (7) 124 General and administrative 551 697 Research and development 34 30 Discontinued operations - 150 Total stock-based compensation $ 591 $ 1,012 |
Basic and Diluted Shares [Table Text Block] | Three Months Ended March 31, 2019 2018 Basic 37,644,684 35,462,989 Effect of assumed conversion of employee and director stock options, restricted stock units and Market Condition RSUs - - Diluted 37,644,684 35,462,989 |
Black-Scholes option pricing model [Member] | |
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | |
Table Of Assumptions [Table Text Block] | Three Months Ended March 31, 2019 Volatility 45.58 % Risk-free interest rate 2.44 % Expected holding period (in years) 4.73 years Dividend yield - % |
Monte-Carlo valuation simulation [Member] | |
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | |
Table Of Assumptions [Table Text Block] | Three Months Ended March 31, 2019 Volatility 48.00 % Risk-free interest rate 2.50 % Correlation coefficient 0.27 % Dividend yield - % |
Long Term Debt (Tables)
Long Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Long Term Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | March 31, December 31, 2019 2018 (in thousands) Long-term debt: Term loan $ 57,817 $ 62,400 Total unamortized deferred financing costs (1,475) (1,605) Total debt 56,342 60,795 Less: current installments (2,600) (6,383) Current unamortized deferred financing costs 393 401 Long-term debt $ 54,135 $ 54,813 |
Derivative (Tables)
Derivative (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivatives [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | March 31, 2019 Notional Amount Fair Value (a) Derivatives designated as hedging instruments under ASC 815 Balance sheet classification (in thousands) Interest rate swaps Other assets (long term liabilities) $ 32,976 $ (349) December 31, 2018 Notional Amount Fair Value (a) Derivatives designated as hedging instruments under ASC 815 Balance sheet classification (in thousands) Interest rate swaps Other assets (long term liabilities) $ 34,090 $ (170) (a) See Note 16 for the fair value measurements related to these financial instruments. |
Schedule of Cash Flow Hedges Included in AOCI [Table Text Block] | Derivatives in Hedging Relationships Amount of gain (loss) recognized in OCI on derivative (effective portion) Three Months Ended March 31, 2019 2018 (in thousands) Interest rate swaps $ (196) $ (254) |
Reclassification out of Accumulated Other Comprehensive Income [Table Text Block] | Details about AOCI Components Amount reclassified from AOCI into income (effective portion) Three Months Ended March 31, Location of amount reclassified from AOCI 2019 2018 into income (effective portion) (in thousands) Interest rate swaps $ 17 $ (25) Interest expense |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Fair Value Assets And Liabilities Measured On Recurring Basis [Table Text Block] | Fair Value as of March 31, 2019 (In thousands) Level 1 Level 2 Level 3 Total Assets (Liabilities): Interest rate swap agreements $ - $ (349) $ - $ (349) Fair Value as of December 31, 2018 (In thousands) Level 1 Level 2 Level 3 Total Assets (Liabilities): Interest rate swap agreements $ - $ (170) $ - $ (170) |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenues Disclosure [Abstract] | |
Disaggregation of Revenue [Table Text Block] | Three Months Ended March 31, 2019 (in thousands) United States United Kingdom Germany Rest of the world Total Instruments, equipment, software and accessories $ 18,671 $ 3,129 $ 2,913 $ 2,044 $ 26,757 Service, maintenance and warranty contracts 1,143 190 97 15 1,445 Total revenues $ 19,814 $ 3,319 $ 3,010 $ 2,059 $ 28,202 Three Months Ended March 31, 2018 (in thousands) United States United Kingdom Germany Rest of the world Total Instruments, equipment, software and accessories $ 16,147 $ 3,495 $ 3,707 $ 2,255 $ 25,604 Service, maintenance and warranty contracts 896 201 52 6 1,155 Total revenues $ 17,043 $ 3,696 $ 3,759 $ 2,261 $ 26,759 |
Activity in allowance for doubtful accounts [Table Text Block] | Three Months Ended March 31, 2019 2018 (in thousands) Balance, beginning of period $ 332 $ 193 Bad debt expense (recoveries) (16) 5 Charged to allowance 27 - Other - 36 Effect of foreign currency translation (2) - Balance, end of period $ 341 $ 234 |
Service Contracts [Member] | |
Deferred Revenue Arrangement [Line Items] | |
Deferred Revenue, by Arrangement, Disclosure [Table Text Block] | Three Months Ended March 31, 2019 (in thousands) Service Contracts Customer Advances Total Balance at December 31, 2018 $ 1,659 $ 2,161 $ 3,820 Deferral of revenue 845 111 956 Recognition of deferred revenue (848) (223) (1,071) Effect of foreign currency translation 10 - 10 Balance at March 31, 2019 $ 1,666 $ 2,049 $ 3,715 Three Months Ended March 31, 2018 (in thousands) Service Contracts Customer Advances Total Balance at December 31, 2017 $ 505 $ - $ 505 Addition due to business combination 849 2,128 2,977 Deferral of revenue 1,193 128 1,321 Recognition of deferred revenue (758) (196) (954) Effect of foreign currency translation 4 - 4 Balance at March 31, 2018 $ 1,793 $ 2,060 $ 3,853 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Summary of Significant Accounting Policies [Abstract] | |
Immaterial Error Correction | The immaterial misclassification understated current portion, long term debt and overstated long term debt, less current installments. This misclassification, in the amount of approximately $4.0 million, related to the classification of the Company’s excess cash flow payment made to its lenders during the quarter ended March 31, 2019 as long term instead of current on its consolidated balance sheet at December 31, 2018. The misclassification had no impact on total reported debt. |
Classification of the Company's excess cash flow payment [Member] | |
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |
Miscalculation amount | $ 4 |
Recently Issued Accounting Pr_2
Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | |||
Operating Lease, Right-of-Use Asset | $ 9,106 | $ 9,400 | $ 0 |
Operating lease liabilities | $ 11,359 | $ 11,700 | |
Accounting Standards Update 2017-12 [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
New Accounting Pronouncement or Change in Accounting Principle, Description | In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. The ASU is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, which provided additional implementation guidance on the previously issued ASU. Management has not yet completed its assessment of the impact of the new standard on the Company’s Consolidated Financial Statements. Currently, the Company believes that the most notable impact of this ASU will relate to its processes around the assessment of the adequacy of its allowance for doubtful accounts on trade accounts receivable and the recognition of credit losses. In August 2018, the FASB issued ASU No. 2018-14, Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans, which amends ASC 715 to add, remove and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The ASU is effective for public entities for fiscal years beginning after December 15, 2020, with early adoption permitted. Management has not yet completed its assessment of the impact of the new standard on the Company’s Consolidated Financial Statements. | ||
Accounting Standards Update 2017-09 [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
New Accounting Pronouncement or Change in Accounting Principle, Description | In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases, which is intended to improve financial reporting about leasing transactions. The update requires a lessee to record on its balance sheet the assets and liabilities for the rights and obligations created by lease terms of more than 12 months. The update is effective for fiscal years beginning after December 15, 2018. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company elected to utilize a practical expedient in its method of adoption of the standard and adopted the guidance as of January 1, 2019. Under this expedient, which is a “current-period adjustment method,” the Company applied ASC 842 as of January 2019 and recognized operating lease liabilities of $11.7 million and right of use assets of $9.4 million for all leases with lease terms of more than 12 months. There was no impact to retained earnings as of that date. In addition, the Company adopted the guidance by electing the following practical expedients: (1) the Company did not reassess whether any expired or existing contracts contained leases, (2) the Company did not reassess the lease classification for any expired or existing leases, and (3) the Company excluded variable payments from the lease contract consideration and recorded those as incurred. The Company’s future commitments under lease obligations and additional disclosures are summarized in Note 12. |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Opening Balance | $ (13,532) | |
Other Comprehensive Income (Loss) before Reclassifications | (192) | |
Amounts reclassified from AOCI | 17 | |
Other Comprehensive Income (Loss), Net of Tax, total | (175) | $ 1,227 |
Closing Balance | (13,707) | |
Foreign currency translation adjustments | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Opening Balance | (12,630) | |
Other Comprehensive Income (Loss) before Reclassifications | 4 | |
Amounts reclassified from AOCI | 0 | |
Other Comprehensive Income (Loss), Net of Tax, total | 4 | |
Closing Balance | (12,626) | |
Derivatives qualifying as hedges | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Opening Balance | (170) | |
Other Comprehensive Income (Loss) before Reclassifications | (196) | |
Amounts reclassified from AOCI | 17 | |
Other Comprehensive Income (Loss), Net of Tax, total | (179) | |
Closing Balance | (349) | |
Defined benefit pension plans | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Opening Balance | (732) | |
Other Comprehensive Income (Loss) before Reclassifications | 0 | |
Amounts reclassified from AOCI | 0 | |
Other Comprehensive Income (Loss), Net of Tax, total | 0 | |
Closing Balance | $ (732) |
Acquisitions (Narratives) (Deta
Acquisitions (Narratives) (Details) - USD ($) $ in Millions | Jan. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2019 |
Business Acquisition [Line Items] | |||
Business Acquisition, Effective Date of Acquisition | Jan. 31, 2018 | ||
Acquisition purchase price | $ 71.1 | ||
Business Acquisition, Description of Acquired Entity | DSI, a St. Paul, Minnesota-based life science research company, is a recognized leader in physiologic monitoring focused on delivering preclinical products, systems, services and solutions to its customers. | ||
Business Acquisition Direct Acquisition Costs In Income Statement | $ 2.6 | $ 0 | |
The results of operations for DSI: | |||
Revenue of Acquiree since Acquisition Date | 7.6 | ||
Earnings or Loss of Acquiree since Acquisition Date | 0.4 | ||
Busniess combination purchase accounting inventory fair value step up amortization | 1.5 | ||
Preliminary amount of inventory fair value step up | 3.8 | ||
Intangible asset amortization expense | $ 0.7 | ||
Data Sciences International, Inc. (DSI) [Member] | |||
Business Acquisition [Line Items] | |||
Finite-Lived Intangible Assets, Weighted Average Useful Life | 9 years 3 months 18 days | ||
The results of operations for DSI: | |||
Amortization Period of purchase accounting inventory fair value step up amortization | 5 years 6 months | ||
Trade Names [Member] | |||
Business Acquisition [Line Items] | |||
Finite-Lived Intangible Assets, Weighted Average Useful Life | 7 years 6 months | ||
Trade Names [Member] | Data Sciences International, Inc. (DSI) [Member] | |||
Business Acquisition [Line Items] | |||
Finite-Lived Intangible Assets, Weighted Average Useful Life | 9 years 4 months 24 days | ||
Developed Technology [Member] | |||
Business Acquisition [Line Items] | |||
Finite-Lived Intangible Assets, Weighted Average Useful Life | 6 years 10 months 24 days | ||
Developed Technology [Member] | Data Sciences International, Inc. (DSI) [Member] | |||
Business Acquisition [Line Items] | |||
Finite-Lived Intangible Assets, Weighted Average Useful Life | 8 years 2 months 12 days | ||
Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Finite-Lived Intangible Assets, Weighted Average Useful Life | 10 years 4 months 24 days | ||
Customer Relationships [Member] | Data Sciences International, Inc. (DSI) [Member] | |||
Business Acquisition [Line Items] | |||
Finite-Lived Intangible Assets, Weighted Average Useful Life | 12 years 4 months 24 days | ||
In-process research and development [Member] | |||
Business Acquisition [Line Items] | |||
Finite-Lived Intangible Assets, Weighted Average Useful Life | 7 years 2 months 12 days | ||
In-process research and development [Member] | Data Sciences International, Inc. (DSI) [Member] | |||
Business Acquisition [Line Items] | |||
Finite-Lived Intangible Assets, Weighted Average Useful Life | 7 years 4 months 24 days |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2018 | |
Goodwill and intangible assets | ||||
Goodwill | $ 57,375 | $ 57,304 | ||
Data Sciences International, Inc. (DSI) [Member] | ||||
Recognized Identifiable Assets Acquired and Liabilities Assumed [Abstract] | ||||
Tangible assets | $ 34,010 | |||
Liabilities assumed | (11,949) | |||
Net assets | 22,061 | |||
Goodwill and intangible assets | ||||
Goodwill | 21,865 | |||
Amortizable intangible assets | 40,318 | |||
Deferred tax, net | (13,120) | |||
Total goodwill and intangible assets, net of tax | 49,063 | |||
Acquisition purchase price | 71,124 | |||
Tangible assets and liabilities assumed, as referenced above, preliminarily consist of the following: | ||||
Cash acquired | 2,576 | |||
Accounts receivable, net | 5,069 | |||
Inventories | 11,512 | |||
Other current assets | 810 | |||
Property, plant and equipment, net | 3,574 | |||
Deferred income tax assets, net | 10,469 | |||
Tangible assets | 34,010 | |||
Accounts payable and accrued liabilities | 6,001 | |||
Deferred revenue including customer advances | 2,976 | |||
Other long term liabilities | 2,972 | |||
Liabilities assumed | 11,949 | |||
Business Acquisitions Pro Forma Revenue | $ 30,071 | |||
Business Acquisitions Pro Forma Net Income Loss | $ (2,168) | |||
Trade Names [Member] | Data Sciences International, Inc. (DSI) [Member] | ||||
Goodwill and intangible assets | ||||
Amortizable intangible assets | 3,524 | |||
Developed Technology [Member] | Data Sciences International, Inc. (DSI) [Member] | ||||
Goodwill and intangible assets | ||||
Amortizable intangible assets | 25,570 | |||
Customer Relationships [Member] | Data Sciences International, Inc. (DSI) [Member] | ||||
Goodwill and intangible assets | ||||
Amortizable intangible assets | 9,837 | |||
In-process research and development [Member] | Data Sciences International, Inc. (DSI) [Member] | ||||
Goodwill and intangible assets | ||||
Amortizable intangible assets | $ 1,387 |
Discontinued Operations (Narrat
Discontinued Operations (Narrative) (Details) - USD ($) $ in Thousands | Jan. 22, 2018 | Mar. 31, 2019 | Mar. 31, 2018 |
Discontinued Operations [Abstract] | |||
Discontinued Operation, Name | Denville | ||
Sale price of of assets Denville | $ 20,000 | ||
Earn out provision of discontinued operations | 3,000 | ||
Proceeds From Divestiture Of Business | $ 0 | $ 15,730 | |
Contingent Consideration, Earn-out | $ 3,000 | ||
Earn out performance metrics period | 2 years |
Discontinued Operations - incom
Discontinued Operations - income (loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Revenues | $ 0 | $ 893 |
Cost of revenues | 0 | (534) |
Operating and other expenses | 0 | (673) |
Gain on disposal of discontinued operations | 0 | 1,227 |
Income (loss) from discontinued operations before income taxes | 0 | 913 |
Income tax (benefit) expense | 0 | (873) |
Income (loss) from discontinued operations | $ 0 | $ 1,786 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Narratives) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Goodwill And Other Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 1,430 | $ 1,103 |
Estimated Amortization Expense Next Twelve Months | 5,600 | |
Estimated Amortization Expense Year 2 | 5,600 | |
Estimated Amortization Expense Year 3 | 5,600 | |
Estimated Amortization Expense Year 4 | 5,500 | |
Estimated Amortization Expense Year 5 | $ 5,400 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 73,214 | $ 73,351 |
Finite-Lived Intangible Assets, Accumulated Amortization | (30,223) | (28,819) |
Goodwill | 57,375 | 57,304 |
Other indefinite lived intangible assets | 1,228 | 1,232 |
Total goodwill and other indefinite lived intangible assets | 58,603 | 58,536 |
Total intangible assets | 131,817 | 131,887 |
Existing technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 41,285 | 41,268 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (17,173) | (16,215) |
Finite-Lived Intangible Assets, Weighted Average Useful Life | 6 years 10 months 24 days | |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 7,786 | 7,828 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (3,007) | (2,861) |
Finite-Lived Intangible Assets, Weighted Average Useful Life | 7 years 6 months | |
Distribution agreements/customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 22,538 | 22,657 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (9,780) | (9,509) |
Finite-Lived Intangible Assets, Weighted Average Useful Life | 10 years 4 months 24 days | |
In-process research and development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 1,387 | 1,387 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (45) | (30) |
Finite-Lived Intangible Assets, Weighted Average Useful Life | 7 years 2 months 12 days | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 218 | 211 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (218) | $ (204) |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Change in carrying amount of goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill And Other Intangible Assets Disclosure [Abstract] | |
Goodwill, Beginning Balance | $ 57,304 |
Effect of change in currency translation | 71 |
Goodwill, Ending Balance | $ 57,375 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Inventories Disclosure [Abstract] | ||
Finished Goods | $ 7,679 | $ 6,936 |
Work in Process | 3,834 | 3,667 |
Raw Materials | 15,044 | 14,484 |
Total Inventories, Net | $ 26,557 | $ 25,087 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 23,683 | $ 23,336 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (18,101) | (17,438) |
Property, plant and equipment, net | 5,582 | 5,898 |
Land, buildings and leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 2,542 | 2,468 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 9,907 | 9,678 |
Computer equipment and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 9,713 | 9,685 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,407 | 1,390 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 114 | $ 115 |
Related Party Transactions (Nar
Related Party Transactions (Narratives) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Business Acquisition [Line Items] | ||
Operating Leases, Rent Expense, Net | $ 500 | |
Multi Channel Systems MCS GmbH [Member] | ||
Business Acquisition [Line Items] | ||
Operating Leases, Rent Expense, Net | $ 78 | 79 |
Triangle BioSystems, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Operating Leases, Rent Expense, Net | $ 11 | $ 11 |
Warranties (Details)
Warranties (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Product Warranty Disclosure [Abstract] | ||
Warranty, Beginning Balance | $ 391 | $ 246 |
Warranty (payments) or credits | (22) | (37) |
Warranty additions | 1 | 182 |
Warranty, Ending Balance | $ 370 | $ 391 |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narratives) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Employee Benefit Plans Disclosure [Abstract] | |||
Expected employer contribution in current remaining fiscal year | $ 0.5 | ||
Defined Benefit Plan Payments In Current Fiscal Year | $ 0.2 | $ 0.2 | |
Defined Benefit Plans Liabilities Noncurrent | $ 0.9 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Employee Benefit Plans Disclosure [Abstract] | ||
Interest Cost | $ 132,000 | $ 132,000 |
Expected Return on Plan Assets | (182,000) | (204,000) |
Net Amortization Loss | 76,000 | 58,000 |
Curtailment Gain | 0 | 0 |
Net Periodic Benefit Cost, Total | $ 26,000 | $ (14,000) |
Leases (Narratives) (Details)
Leases (Narratives) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Jan. 01, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | ||||
Lease Expiration Date | Dec. 31, 2023 | |||
Operating Lease, Right-of-Use Asset | $ 9,106 | $ 9,400 | $ 0 | |
Operating lease liabilities | $ 11,359 | $ 11,700 | ||
Operating Leases, Rent Expense, Net | $ 500 |
Leases - Components of lease ex
Leases - Components of lease expense and other supplementary information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
Components of lease expense: | |||
Operating lease cost | $ 523 | ||
Short term lease cost | 76 | ||
Sublease income | (102) | ||
Total lease cost | 497 | ||
Supplemental cash flow information [Abstract] | |||
Operating cash flows from operating leases | 702 | ||
Right-of-use assets obtained in exchange for lease obligations, operating leases | 0 | ||
Supplemental balance sheet information [Abstract] | |||
Operating lease right-of use assets | 9,106 | $ 9,400 | $ 0 |
Current portion, operating lease liabilities | 2,297 | 0 | |
Operating lease liabilities, long term | 9,062 | $ 0 | |
Operating lease liabilities | $ 11,359 | $ 11,700 | |
Weighted average remaining lease term | 8 years 7 months 6 days | ||
Weighted average discount rate | 9.20% |
Leases - Maturity (Details)
Leases - Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
2020 | $ 2,297 | |
2021 | 2,268 | |
2022 | 1,862 | |
2023 | 1,813 | |
2024 | 1,795 | |
Thereafter | 6,970 | |
Total lease payments | 17,005 | |
Total operating lease liabilities | $ 11,359 | $ 11,700 |
Capital Stock (Narratives) (Det
Capital Stock (Narratives) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Apr. 02, 2018 | |
Common stock | ||||
Common Stock- Shares Authorized | 80,000,000 | 80,000,000 | ||
Common Stock- Shares Issued | 45,433,115 | 45,124,309 | ||
Common Stock- Shares Outstanding | 37,687,608 | 37,378,802 | ||
Preferred Stock | ||||
Preferred stock issued or outstanding | 0 | |||
Preferred Stock - Shares Authorized | 5,000,000 | 5,000,000 | ||
Employee Stock Purchase Plan (as amended, the ESPP) | ||||
Total amount of common stock issued under ESOP | 890,762 | |||
Employee Stock Purchase Plan Shares Authorized | 1,050,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Offering Date | 85.00% | |||
Stock issued during the year, Shares, Employee Stock Purchase Plans | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 20,908,929 | |||
Increase In Number Of Shares Authorized For Issuance Under Stock Option And Incentive Plan | 3,400,000 | |||
Target number of these restricted stock units | 383,827 | |||
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | 10 years | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,691,304 | 4,899,228 | ||
Weighted Average Estimated Black Scholes Value Of Option Grants | $ 1.58 | |||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ (421) | $ (5) | ||
Maximum percentage of target number of restricted stock units | 150.00% | |||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Weighted Average Grant Date Fair Value | $ 3.8 | |||
Stock options, Granted | 559,909 | 0 | ||
Market Condition Restricted Stock Unit [Member] | ||||
Employee Stock Purchase Plan (as amended, the ESPP) | ||||
Target number of these restricted stock units | 75,514 | |||
Stock options, Granted | 0 | |||
Deferred stock awards of Market Condition RSU, Approved May 2018 [Member] | ||||
Employee Stock Purchase Plan (as amended, the ESPP) | ||||
Target number of these restricted stock units | 94,444 | |||
Maximum percentage of target number of restricted stock units | 150.00% | |||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Weighted Average Grant Date Fair Value | $ 4.16 | |||
Minimum [Member] | ||||
Employee Stock Purchase Plan (as amended, the ESPP) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | |||
Maximum [Member] | ||||
Employee Stock Purchase Plan (as amended, the ESPP) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years |
Capital Stock - Stock options a
Capital Stock - Stock options and restricted stock activity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | ||
Opening Balance Stock Options Outstanding | 1,956,732 | |
Stock options, Granted | 559,909 | 0 |
Stock option, Exercised | (2,500) | (298,000) |
Stock options, Cancelled and Forfeited | (75,000) | |
Closing Balance Stock Options Outstanding | 2,439,141 | |
Begining Balance Weighted Average Exercise Price | $ 4.25 | |
Stock Options, Weighted Average Exercise Price, Granted | 3.8 | |
Stock Options, Weighted Average Exercise Price, Exercised | 3.25 | |
Stock Options, Weighted Average Exercise Price, Cancelled / Forfeited | 4.66 | |
Closing Balance Weighted Average Exercise Price | $ 4.13 | |
Begining Balance Restricted Stock Units Outstanding | 1,233,762 | |
Restricted stock units, Granted | 383,827 | |
Retricted Stock Units, Vested | (439,875) | |
Restricted Stock Units, Cancelled/ Forfeited | (95,509) | |
Closing Balance Restricted Stock Units Outstanding | 1,082,205 | |
Begining Balance Grant Date Fair Value Of Restricted Stock Units | $ 3.36 | |
Restricted Stock Units Grant Date Fair Value, Granted | 3.67 | |
Restricted Stock Unit, Grant Date Fair Value, Vested | 3.26 | |
Restricted Stock Unit Grant Date Fair Value, Forfeited | 2.83 | |
Closing Balance Grant Date Fair Value Of Restricted Stock Units | $ 3.56 | |
Market Condition Restricted Stock Unit [Member] | ||
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | ||
Stock options, Granted | 0 | |
Begining Balance Restricted Stock Units Outstanding | 116,944 | |
Restricted stock units, Granted | 75,514 | |
Retricted Stock Units, Vested | 0 | |
Restricted Stock Units, Cancelled/ Forfeited | (22,500) | |
Closing Balance Restricted Stock Units Outstanding | 169,958 | |
Begining Balance Grant Date Fair Value Of Restricted Stock Units | $ 4.19 | |
Restricted Stock Units Grant Date Fair Value, Granted | 4.16 | |
Restricted Stock Unit, Grant Date Fair Value, Vested | 0 | |
Restricted Stock Unit Grant Date Fair Value, Forfeited | 4.19 | |
Closing Balance Grant Date Fair Value Of Restricted Stock Units | $ 4.18 |
Capital Stock - Assumptions Bla
Capital Stock - Assumptions Black Scholes and Monte Carlo (Details) | 3 Months Ended |
Mar. 31, 2019 | |
Black-Scholes option pricing model [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Volatility | 45.58% |
Risk-free interest rate | 2.44% |
Expected holding period (in years) | 4 years 9 months |
Dividend yield | 0.00% |
Monte-Carlo valuation simulation [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Volatility | 48.00% |
Risk-free interest rate | 2.50% |
Correlation coefficient | 0.27% |
Dividend yield | 0.00% |
Capital Stock - Stock-based com
Capital Stock - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based Compensation | $ 591 | $ 1,012 |
Cost of Sales [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based Compensation | 13 | 11 |
Selling and Marketing Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based Compensation | (7) | 124 |
General and Administrative Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based Compensation | 551 | 697 |
Research and Development Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based Compensation | 34 | 30 |
Discontinued Operations [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based Compensation | $ 0 | $ 150 |
Capital Stock - Weighted averag
Capital Stock - Weighted average number of shares (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Weighted Average Number Diluted Shares Outstanding Adjustment [Abstract] | ||
Basic | 37,644,684 | 35,462,989 |
Effect of assumed conversion of employee and director stock options, restricted stock units and Market Condition RSU's | 0 | 0 |
Diluted | 37,644,684 | 35,462,989 |
Long Term Debt (Narratives) (De
Long Term Debt (Narratives) (Details) - USD ($) $ in Thousands | Jan. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Jan. 22, 2018 |
Debt Instrument [Line Items] | |||||
Secured Debt | $ 56,342 | $ 60,795 | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000 | ||||
Maturity of debt instrument in years and months | 5 years | ||||
Debt Instrument, Payment Terms | the outstanding term loans began to amortize in equal quarterly installments equal to $0.4 million per quarter on such date and during each of the next three quarters thereafter, $0.6 million per quarter during the next four quarters thereafter and $0.8 million per quarter thereafter, with a balloon payment at maturity. | ||||
Debt Instrument Quarterly Payment Current Year | $ 400 | ||||
Debt Instrument Quarterly Payment Next Year | 600 | ||||
Debt Instrument Quarterly Payment Thereafter | $ 800 | ||||
Limitation on pledges of capital stock of foreign subsidiaries | 65.00% | ||||
Line of Credit Facility, Amount Outstanding | $ 11,900 | ||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 14,500 | ||||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000 | ||||
Line of Credit Facility, Amount Outstanding | $ 4,800 | ||||
Revolving Credit Facility [Member] | Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Description Of Variable Rate Basis | a base rate plus 4.75% | ||||
Basis Spread on Variable Rate | 4.75% | ||||
Floor Interest Rate | 4.25% | ||||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Description Of Variable Rate Basis | London Interbank Offered Rate (LIBOR) rate plus 6.25% | ||||
Basis Spread on Variable Rate | 6.25% | ||||
Floor Interest Rate | 1.25% | ||||
Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Secured Debt | $ 64,000 | ||||
Interest Rate As Of Reporting Date | 8.87% |
Long Term Debt - Borrowings (De
Long Term Debt - Borrowings (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument | ||
Term Loan | $ 57,817 | $ 62,400 |
Total unamortized deferred financing costs | (1,475) | (1,605) |
Total Debt | 56,342 | 60,795 |
Less: current installments | (2,600) | (6,383) |
Current unamortized deferred financing costs | 393 | 401 |
Long-term debt | $ 54,135 | $ 54,813 |
Derivative (Narratives) (Detail
Derivative (Narratives) (Details) - USD ($) | Jan. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Derivative Instruments And Hedging Activities Disclosure [Line Items] | |||
Deferred losses on derivative instruments accumulated in AOCI expected to be reclassified to earnings | $ 93,000 | ||
Derivative Interest Rate Swap Effective Percentage | 100.00% | ||
Secured Debt | $ 56,342,000 | $ 60,795,000 | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | ||
Proceeds from interest rate swaps unwinding | 100,000 | ||
Other liabilities-non current [Member] | Derivatives qualifying as hedges [Member] | |||
Derivative Instruments And Hedging Activities Disclosure [Line Items] | |||
Notional Amount of Interest Rate Derivatives | $ 32,976,000 | $ 34,090,000 | |
Term Loan [Member] | |||
Derivative Instruments And Hedging Activities Disclosure [Line Items] | |||
Notional Amount of Interest Rate Swaps | $ 36,000,000 | ||
LIBOR Fixed Rate | 2.72% | ||
Secured Debt | $ 64,000,000 |
Derivative (Details)
Derivative (Details) - Other liabilities-non current [Member] - Derivatives qualifying as hedges [Member] - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Derivatives, Fair Value [Line Items] | ||
Notional Amount of Interest Rate Derivatives | $ 32,976 | $ 34,090 |
Derivative Liability, Fair Value, Net | $ (349) | $ (170) |
Derivative - Other comprehensiv
Derivative - Other comprehensive income loss (Details) - Derivatives qualifying as hedges [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion | $ (196,000) | $ (254,000) |
Interest Expense [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion | $ 17,000 | $ (25,000) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Derivatives qualifying as hedges [Member] - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative Liabilities | $ (349) | $ (170) |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative Liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative Liabilities | (349) | (170) |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative Liabilities | $ 0 | $ 0 |
Revenues - Disaggregation (Deta
Revenues - Disaggregation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 28,202 | $ 26,759 |
Instruments, equipment software and accessories [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 26,757 | 25,604 |
Service, maintenance and warranty contracts [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 1,445 | 1,155 |
Segment, Geographical, United States [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 19,814 | 17,043 |
Segment, Geographical, United States [Member] | Instruments, equipment software and accessories [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 18,671 | 16,147 |
Segment, Geographical, United States [Member] | Service, maintenance and warranty contracts [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 1,143 | 896 |
Segment, Geographical, United Kingdom [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 3,319 | 3,696 |
Segment, Geographical, United Kingdom [Member] | Instruments, equipment software and accessories [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 3,129 | 3,495 |
Segment, Geographical, United Kingdom [Member] | Service, maintenance and warranty contracts [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 190 | 201 |
Segment, Geographical, Germany [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 3,010 | 3,759 |
Segment, Geographical, Germany [Member] | Instruments, equipment software and accessories [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 2,913 | 3,707 |
Segment, Geographical, Germany [Member] | Service, maintenance and warranty contracts [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 97 | 52 |
Rest Of The World [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 2,059 | 2,261 |
Rest Of The World [Member] | Instruments, equipment software and accessories [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 2,044 | 2,255 |
Rest Of The World [Member] | Service, maintenance and warranty contracts [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 15 | $ 6 |
Revenues - Deferred revenue (De
Revenues - Deferred revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Movement in Deferred Revenue [Roll Forward] | ||
Deferred Revenue, beginning balance | $ 3,820 | $ 505 |
Addition due to business combination | 2,977 | |
Deferral of revenue | 956 | 1,321 |
Recognition of deferred revenue | (1,071) | (954) |
Effect of foreign currency translation | 10 | 4 |
Deferred Revenue, ending balance | 3,715 | 3,853 |
Service Contracts [Member] | ||
Movement in Deferred Revenue [Roll Forward] | ||
Deferred Revenue, beginning balance | 1,659 | 505 |
Addition due to business combination | 849 | |
Deferral of revenue | 845 | 1,193 |
Recognition of deferred revenue | (848) | (758) |
Effect of foreign currency translation | 10 | 4 |
Deferred Revenue, ending balance | 1,666 | 1,793 |
Customer Advances [Member] | ||
Movement in Deferred Revenue [Roll Forward] | ||
Deferred Revenue, beginning balance | 2,161 | 0 |
Addition due to business combination | 2,128 | |
Deferral of revenue | 111 | 128 |
Recognition of deferred revenue | (223) | (196) |
Effect of foreign currency translation | 0 | 0 |
Deferred Revenue, ending balance | $ 2,049 | $ 2,060 |
Revenues - Allowance for doubtf
Revenues - Allowance for doubtful debts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
AllowanceForDoubtfulAccountsReceivableRollforward | ||
Balance, beginning of period | $ 332 | $ 193 |
Provision for allowance for doubtful accounts | (16) | 5 |
Charged to allowance | (27) | 0 |
Other | 0 | 36 |
Effect of foreign currency translation adjustment | (2) | 0 |
Balance, end of period | $ 341 | $ 234 |
Income Tax (Narratives) (Detail
Income Tax (Narratives) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax [Abstract] | ||
Effective Income Tax Rate | (32.10%) | (11.50%) |
Income tax expense (benefit) | $ 576 | $ 605 |
Discontinued Operation, Tax Effect of Discontinued Operation | $ 0 | $ (873) |
US Federal Income Tax Rate, based on Tax Cuts And Jobs Act Of 2017 | 21.00% |